Someone To Watch Over Me
by MagnusLove
Summary: Love always finds a way. For Ultra Magnus, it was the last thing that he ever expected to find on Earth. But Knockout isn't so willing to give up his newfound prize. COMPLETE
1. Chapter 1

Ultra Magnus sighed. The humans were arguing again. They seemed to always be arguing. He opened his optics and gazed in their direction. They were playing a racing game on the tv, and Miko was accusing Jack of cheating. He laid on the medical berth and looked down at his servo, or at least where his servo had been. In its place was a claw. The doctor had done the best with what he had. It upset Magnus. He thought back to the event that had cost him the extremity. He and Wheeljack had crossed paths with the Predacon after destroying the other Predacon clones. They had fought valiantly, but the beast proved too powerful. It was only Optimus Prime's arrival they saved them from certain demise. They survived, but not without damage. He looked at the hook again before laying his head back onto the berth and offlining his optics.

He turned his audials towards the humans, still in the midst of their argument. Magnus didn't interact with them much. He didn't understand why Optimus allowed them such a presence at the base. They were under Autobot protection. That he understood. But they always seemed to be causing problems, Miko most of all. They were small, undisciplined, and served no useful purpose. So he avoided them. When he wasn't on patrol, he worked on his ship, or spent time in his quarters writing and reading reports. Prime assured him that doing so wasn't that necessary, but old habits die hard. Besides, it allowed him to keep his distance from the others. He wasn't exactly greeted with open arms by team Prime. To most of the Autobots his arrival was a beacon of hope after the destruction of the base and the assumed death of Optimus. But he was also an outsider with a reputation, and had a most unpleasant history with the former Wrecker whom had almost offlined with him. The return of Prime found the others distancing themselves. His style of leading didn't go over well with Team Prime. It was looser, almost undisciplined here. Magnus was out of his comfort zone. And now this. An injury that had put him out of commission. He was useless to the team, and would be for quite some time.

"Quiet down over here, guys. Better yet, get ready to go home. It's late, and you all have school tomorrow. Let's get your stuff together. Ratchet, can you open the ground bridge?" Magnus focused on the voice. It was the other human female who had spoken. He turned and watched watched as she turned off the tv and help the children gather their belongings. She walked to the now open groundbridge and said goodnight to each of them as they entered. When the last one left, she turned to Ratchet and sighed. "I'll never understand why people have kids." Ratchet nodded his head in agreement.

"Well, it's time for me to get going too. I have a long drive and I'm tired. Hopefully I don't fall asleep on the way home." the woman said. Ratchet responded, "Why don't you stay at the base, Kerri? We've all had a long several days. It will save you a drive tonight. I'm going to recharge soon myself and the commander is resting. It will be quiet."

At the mention of Ultra Magnus, Kerri looked in his direction, and his optics met hers. "Good evening sir. I didn't know you were awake. How are you feeling?" Magnus said nothing for a moment before answering.

"I am well, considering the circumstances. I would very much like to not be in medbay. I can recharge better in my own berth."

Ratchet shook his head and explained to Magnus that he WOULD remain in medbay for the immediate future. "You're more stable now, but not completely out of the woods, and I want to keep an eye on you. And I'm not marching myself to your quarters twenty times a day!"

Kerri chuckled and looked at Ratchet. "Why don't you head for bed, doc? I'll take this watch tonight. The Commander will be in good hands," she smiled as she glanced at Ultra Magnus. Magnus began to protest, but Ratchet took no notice, or at least he pretended not to. He assured the woman that Magnus wouldn't give her any trouble, and with a goodnight and a servo wave, headed towards his quarters.

Kerri watched him leave before turning back to look at Ultra Magnus, who was facing her again. She had climbed down onto Ratchet's table and was eye level with the commander.

"Well sir, if you don't need anything, I'm going to get some sleep. Try to get some rest." His brilliant blue optics were trained on her, but he said nothing.

"Goodnight, sir," she said, before climbing down from the table and heading to the rec room. She was almost out of the medbay before she heard Magnus voice a gruff goodnight.


	2. Chapter 2

Kerri laid curled into a ball on the sofa. Nighttime was hard for her. Her brain refused to shut down, instead analyzing every second of the day. This was the norm for her. Always had been. Especially in the ten months that had turned her life upside down. Ten months. That's all that it had been. She had gone from a soldier and medic to...what? She had no idea who she was anymore. "This is going to be a very long night", she muttered to herself. But then something else struck her. Tonight seemed...different. It wasn't the silence. She had that at her apartment. It was something else. She opened her eyes and looked at Ultra Magnus. He was lying still, staring at the ceiling above him. One glance told her that he was doing the same thing. Thinking, analyzing, pondering how he gotten to this point. That was it, she decided. She had been so caught up in making sure he was ok physically that she hadn't stop to think about how he was mentally. She had taken quite an interest in the Commander since his arrival seven months ago. He was quiet, like Optimus, and difficult to read. His expression, always stoic, his voice, always even. Even during his intense exchanges with Wheeljack, he never lost his cool. He was always strong, confident, commanding. And now he was laying here, lost. He had already felt like an outsider and that was something she could understand. No other human had been through what she had and lived. The Autobots did everything they could to help, but at the end of the day, she felt alone. She pushed the feelings down and soldiered on, because that's what soldiers do. Ultra Magnus understood that. And she sort of understood him. He was a proud soldier, and he took his responsibilities seriously. He was taking the loss of his servo very hard. And he was wondering what was he to do now. We've both lost a lot sir, she thought to herself. We're peas in a pod. It brought her a weird peace, and it wasn't long before she actually did drift off to sleep.

Magnus looked towards the human. Her breathing had slowed. She had drifted into recharge. He felt a twinge of jealously at the ease in which she did so. As he watched her sleep, he thought over the last few days and realized just how much he had seen of the woman since he and Wheeljack's run in with the predacon. She and the doctor worked like a well-oiled machine. When Optimus brought he and Wheeljack into medbay, Ratchet and the woman sprang into action, the doctor barking orders and her performing them quickly and silently. She scurried about, taking care of his other injuries while Ratchet focused on the destroyed servo. Only when the doctor announced that Magnus was stabilized did she collapse upon the work table, exhausted. For the next several cycles he had drifted in and out of consciousness and every time he had awakened she was there, either alone or at Ratchet's side. She never said much, beyond asking how the Commander was feeling, before going about her duties of monitoring his vitals and writing reports. She was pleasant, reserved, professional, and she kept her human emotions in check. Not bad qualities in Magnus's eyes. The woman was obviously intelligent and observant, he realized. He had noticed how she took in everything around her in relative silence, but with great interest. She didn't speak often, but when she did she received everyone's full attention and respect, even Optimus. The children jumped to attention when she spoke, and she only had to tell them to do something once. Even Miko knew not to challenge her. Magnus had gleaned from her few conversations with the team that at one time she had been a soldier imprisoned aboard the Nemesis, and was rescued by Wheeljack during his escape from the Decepticon warship. She apparently didn't have a guardian like the children, although she seemed close to Wheeljack, and would often go on patrol with him. He had saved her life and their closeness was understood by the team. She was relaxed and apparently happy with the Wrecker (a concept he couldn't wrap his head around), and subsequently became more reserved and withdrawn when Wheeljack took off on his jaunts. During those times , she rarely left the base, instead spending most of her days with Ratchet.

Magnus shook himself from his reverie and realized that he had been staring at the woman for several minutes. Perhaps it was the meds talking, or the desire for recharge, but he and the woman seemed a lot alike. That thought brought him some unexpected peace as he offlined his optics and drifted into recharge


	3. Chapter 3

. Chapter Three

Kerri woke to the sound of her phone alarm. She rolled over and turned off the alarm. It was early, six-thirty to be exact. The base was quiet. The others appeared to still be asleep, but she knew the that they would awaken soon. Bulkhead, Arcee, and Bumblebee, to take the children to school, Optimus to begin patrol, and Ratchet, to check on his patient. Smokescreen and Wheeljack, they would probably tinker around with Wheeljack's ship. Smokescreen liked hanging out with Wheeljack, who seemed to tolerant him pretty well. Pretty well for Wheeljack anyhow, she thought with a chuckle. Her thoughts turned to Wheeljack. He was getting anxious. He never stayed anywhere for long, and she knew hanging around the base was getting old. He would be leaving soon, and it made her sad. He had saved her life, and Kerri loved him because of it. They formed an unlikely pair, and she felt that their closeness scared him. He had lost a lot of his friends, and was reluctant to take on more. So he stayed away for the most part. The arrival of Ultra Magnus had driven him away even more. He never explained the reason for the rift and she didn't ask. She was, however, surprised at his behavior after Magnus was hurt. Although he didn't care for the commander, he appeared to have gained a lot more respect for him after their battle with the Predacon. For that reason, he had stuck around. He had wanted to make sure Magnus was out of danger before he headed for the stars again. That time had come, and he was eager to go.

Kerri got up and walked over to the medbay. She climbed onto the table, and was met by the brilliant blue eyes of Ultra Magnus.

"Good morning sir. How was your night?"

"I was able to sufficiently recharge," he stated. "I feel fully capable of leaving medbay."

"Ratchet will have to make that decision. I'm not trying to get wretches thrown at me. He will be in soon, I'm sure. In the meantime, is there anything I can do for you?" Kerri asked as she checked his vitals. "No thank you," Magnus stated. "I shall await the doctor."

"Alright," Kerri stated as she climbed down from the table. "Can you tell Ratchet that I went home to shower and change clothes? I'll be back in a few hours." With that, she climbed into her car and headed out of the base.

A few minutes later Ratchet walked into medbay. "Was that Kerri leaving?", he asked Ultra Magnus. "Yes. She said she shall return in a few hours."

Ratchet nodded and turned his attention to Magnus's chart. "Ok, Magnus, let us see about you. You've recovered quite well. I think that I can release you today. Modified duty only, of course," he emphasized. "I don't want you leaving the base just yet. We still have therapy to do on your attachment. You have to get used to using it until I can construct a new servo."

"Affirmative," stated Magnus, as he sat up on the table, just as Optimus walked into the room.

"Alrighty then. Let's start by getting you to stand up. Pedes on the floor. Prime, get ready to steady him." Magnus stood, hesitantly at first. He was wobbly for a second before righting himself. "I assure you doctor I am fine."

"So it would appear", Ratchet said, as he checked his vitals again. "I want you to walk around, get your bearings, but stay in the base. Don't need you collapsing without anyone's knowledge."

"I think that someone would hear me collapsing doctor, but very well. I shall be in my quarters." With that, Magnus turned and walked out of medbay. "It's good to see the commander on his feet again", said Optimus. "Indeed. Now I just need to get his new servo built. We need him out there at full strength."

"Agreed, old friend. Having the Predacon amongst the Decepticon ranks does not bode well for us. How long before you can supply a new servo?"

"Well I've already started construction. A few earth days and I should have it completed. He will need therapy once it is attached, but it won't take very long to have a fully functioning Ultra Magnus again."


	4. Chapter 4

Kerri walked into her apartment and sighed. She hadn't realized how much her home life had gone by the wayside recently. She pretty much only came home to shower, eat, and sleep. The kitchen sink was full of dishes, the laundry basket was overflowing, and every surface had a thick layer of dust. "Alright," she sighed. "Nobody else is gonna do it for you." With that, she rolled up her sleeves and went to work.

Several sweaty hours later, the apartment was clean. The laundry was done and put away. "Maybe I won't mind staying home tonight,"she said to herself, before stripping off her clothing and heading for the shower. She had just turned the shower on when her cellphone rang. She figured it was probably Ratchet, wondering when she was coming back. He had some paperwork for her to complete. Kerri answered the phone and said, "Sorry doc, I got tied up at home. I'm just hopping in the shower and-."

"Tied up huh? Sounds kinda naughty."

"Really, Wheeljack," she laughed at the drawl. "Leave it to you to twist an innocent comment around."

"It is one of my endearing qualities, right? At least I didn't start breathing heavy."

"True. So to what do I owe this honor?"

"Well," he started hesitantly. "I'm getting ready to go. Magnus is up and moving around. That's all I was waiting for. I wanted to see you before I left. You up for a drive?"

Kerri's face fell. She knew the time was coming, but she still wasn't ready. "Um, yeah," she said. "You wanna pick me up at my place? I can be ready in a half hour."

"Half hour it is, sweetstuff. See you then."

She ended the call before contacting Ratchet to tell him that she wouldn't be back tonight. Something else had come up. She climbed into the shower. It was warm and inviting, and for a few minutes she just stood and let the water run over her. She was mentally and physically exhausted. Saying goodbye to Wheeljack once again was an emotion that she didn't want to feel right now. But what she wanted didn't matter. Instead, she would need to put on a brave face and pretend that she understood his need to leave his friends, to leave her, to look for someone or something that may not be out there. He was running away and she couldn't stop him. She got out of the shower and managed to throw on a pair of jeans and t shirt before she heard a horn out front. He was here. She grabbed her jacket and headed out the door. The car door opened and she climbed into the passenger side.

"Good to see ya, hot stuff."

"It's good to see you too, Wheeljack," she said quietly. They sat in silence for a several seconds before she asked where they were headed.

"Well I figured we'd head for the mountains. It'll take a few hours to get there. No clouds tonight, stars will be bright."

"It sounds beautiful. I love going to the mountains."

"Well sit back and relax hon. You seem like you could use a nap. I'll wake you up when we get there." And with that he turned on soft music and she nodded off to sleep.

"Wake up babe. We're here. Got us a great spot."

Kerri sat up in her seat and looked around. He certainly didn't disappoint. They were on top of the mountain. The stars seemed so close that she felt that she could reach out and them. It was a breathtaking sight. She got out and Wheeljack transformed. He reached his servo out and she climbed into his palm. Once she was secure he pulled himself up onto a ledge and settled there before placing her on his shoulder. "So what did I tell ya, huh? Beautiful, right? Bet you never saw a view like this before." "Nope, I can't say that have. How'd you find it?"

"Flew over it once. It looked interesting. I immediately thought of you." "You thought of me because it was interesting or because it was beautiful?", she asked jokingly. "Both." They sat in silence, staring at the stars for a long time, before she spoke again.

"I hate saying goodbye. I miss you more and more every time you leave. We all do." Wheeljack sighed and shifted uncomfortably. "I know you don't understand, kid. There's no way you can. I don't fit in there. My place is with the Wreckers. I have to find them."

"You ARE with the Wreckers," she said. "Bulkhead is a Wrecker, Magnus is a Wrecker. They're here, they're alive, and you're out looking for ghosts." Wheeljack hung his head, but said nothing.

"Please let me down," she asked quietly. He put his servo out and and she climbed into it. When it was ground level, she jumped off and started to walk away. She was crying and it was pissing her off. Crying wasn't her style, but she was emotionally at her breaking point. So much had changed. The last few months had been the hardest of her life. Thankfully Wheeljack had been her rock. Her anchor. And he was leaving again.

She had gotten fifty feet away before she felt heavy footsteps behind her. She turned in time to see Wheeljack taking his human holoform. She had seen it once or twice before, but it still took her by surprise. He rarely used it. No reason to. Wheeljack reached his hand up and brushed her tears away before pulling her to his chest. More tears began to flow.

"I just wish one time that you would choose us. We need you. And you need us. We can't do this without you." Wheeljack rested his chin on the top of her head and sighed. "You guys will be fine. Magnus is almost up and runnin' again. The autobots always manage to make it work."

"And what about me? How will I make it work? I need you, Wheeljack! You're the only one who understands me, understands what I've been through!" Now the tears were flowing freely, burning her cheeks as they rolled down.

"I love you babe," Wheeljack said quietly, his face mere inches from hers. "You don't how special you are to me. It kills me to leave. But I have stuff to finish. Wreckers don't leave Wreckers behind. Maybe they're all dead and gone. I don't know. But I have to find out. I know you understand that." She did understand. The entire time Wheeljack was running for their lives from the Nemesis, she was asking about the rest of her unit. Had he seen any other humans? Any soldiers? He told her that he hadn't, and so she had to assume that they had been killed. But a piece of her couldn't be sure...

Kerri stood staring up at his face before nodding. "I do. Not knowing what happened to my teammates aboard the Nemesis tears me apart. I would give anything to find them alive, or at least know for sure that they aren't. That they're not up there suffering." She stood up on her tiptoes to give Wheeljack a soft gentle kiss on the lips. Through her tears she said "I love you Wheeljack. . Promise me you'll come back?"

"I'll do you one better, sweetstuff. This is my last trip. When I come back, it'll be for good. How's that sound?" Kerri's face lit up. She couldn't believe what she was hearing. Now the tears were ones of joy. "You swear?!"

"Primus couldn't keep me away."


	5. Chapter 5

It was almost midnight before Kerri returned to her apartment. She felt better than she had went she left, but still wasn't happy. She was already missing Wheeljack , and suddenly felt very lonely, and the quiet apartment did nothing to help ease the feeling. She needed company. She quickly threw some clothes into a bag and headed out into the night.

Kerri pulled into the base, not surprised to still see Ratchet at his work station. The doctor kept usually kept late hours, and tonight was no exception. He didn't turn around as she climbed out of her car, and only acknowledged her when she walked onto the landing above him.

"I didn't think you were coming back tonight."

"Couldn't sleep. Besides, I thought you might like some company."

"Hmmph. So, I see that Wheeljack has headed for parts unknown again."

"Yep. I tried to make him stay but..."

"Well," sighed Ratchet. "You should understand Wheeljack by now. He's going to go his own way." He finally looked up at her and saw the sadness in her dark eyes. "He'll come back. He cares about you. More than you know."

"I care about him too. And I'm not handling it well. But...he did promise that this was the last time." Rachel eyebrows raised at the revelation. "Really? Seems you've been able to ground our star bound Wrecker after all!"

"I hope so. I worry so much. Speaking of worry, how is Ultra Magnus doing? I see you've discharged him."

"Yes, he's back in his own quarters. I'm working on his new servo now. I'll need your assistance to attach it. It's easier for you to get to the more intricate wiring."

"Of course, doc," she answered. "I don't have anywhere else to be. As a matter of fact, I can help right now."

Kerri set her bag down before climbing onto Ratchet's work table. They worked silently for several minutes. And while usually she enjoyed it that way, tonight it made her uncomfortable. "So, Ultra Magnus..."

"Yes, what about Ultra Magnus?"

"I was watching him in medbay. I know he keeps in emotions under control, but he's struggling here. I get the feeling that he's very uncomfortable. Was he always this way? Is he close to anyone? Will he take anyone into his confidence? He needs to talk about how he feels. It's not good to keep it bottled up."

"Magnus is an old soldier, Kerri. He's been fighting a war for millions of years. You don't get close, because you run a huge risk of losing friends in a war. You know that. Optimus trusts him because he knows that Magnus will make logical decisions and will follow his orders without question."

"That doesn't mean he can't have friends, Ratchet. Wheeljack's friendship helped me more than all of the therapy that I received. I think the Commander needs a friend." Ratchet stopped working at looked up at the woman. Sighing, he said, "I'll see what I can do."

"Thanks, doc", she smiled, before settling back into their work. She performed the most intricate wiring under Ratchet's watchful eye. The work was involved, and it was hours before Ratchet finally said, "We're done", and leaning back on his stool.

Kerri finally stood up to stretch her back before looking at her watch. "It's 5 in the morning?"

"Yes. Go get some sleep. We will perform the surgery tomorrow."

"Ultra Magnus will be thrilled. Good night, Ratchet."


	6. Chapter 6

Ultra Magnus was prepped for surgery the moment the others left the base. Only Ratchet, Ultra Magnus, Optimus, and Kerri remained.

Optimus walked over to medbay and put his hand on Magnus's shoulder. "You're in excellent hands, Commander," said Prime. The doctor and his most capable assistant will have you up and moving in no time. "

"I have no doubt, sir. I am looking forward to being back to full duty."

Hours later, Magnus was out of surgery and sitting on the stretcher in medbay. The other Autobots and the children surrounded him while Ratchet explained the next step.

"Everything turned out fine, and the servo is responding. The Commander will need physical therapy while he adjusts. I did use upgraded technology. A few weeks, in earth terms, and Magnus will be good as new. And Kerri, you will provide the therapy."

Everyone turned at looked at the woman, who was staring, mouth hanging open.

"Um, Ratchet, I really don't think…", Kerri began, soon joined by Ultra Magnus. "Doctor, I am not certain…"

"Yip, yip, yip, no arguing. You're more than capable of doing the job. You're a medic and my assistant, and I will provide all of the training manuals that you need. And Commander, if you are truly in a hurry to return to duty, I suggest you follow doctor's orders. You're free from medbay, Magnus. Your therapy will begin tomorrow. Now, everyone, out. I have work to do in here."

As soon as everyone exited medbay, Kerri strode up to Ratchet on his table. "What the hell, Ratchet? Why are you putting me in charge of the Commander's therapy? He wants you to do it! He doesn't want anything to do with humans!"

"What he wants is of no consequence. I have other tasks to perform, and you have the training. I will be here to assist you when necessary, but he will be your charge." Ratchet stopped his work and looked at her. "Besides didn't you say that he needs a friend? I think you two have more in common than you think. And just maybe it will help keep your mind off of other things. It just may do both of you some good."

Kerri looked down at the work table before Ratchet took his finger and gently lifted her chin. "Thank you for all that you have done. Having you as an assistant is a pleasure. Now it's time you give yourself a break."

"Ok, Ratch, you're right", she sighed. "It was my idea. I'll do it. And who knows, maybe I can loosen him up a little."

"Good luck with that."

Kerri decided to spend the rest of the day with the children. She helped jack with biology homework and explained algebra to Miko before engaging Raf in a few hours of video gaming. Soon Miko and Jack joined them in the common area.

"I can't believe you're gonna be stuck with Captain Shoulder Pads," said Miko. "He's a pain in the butt."

"Yeah, he's not exactly the cuddly type," interjected Jack.

"Ratchet has other stuff to do, so it's my job as his assistant. I don't think it'll be too bad. Magnus is ok. He just needs to get comfortable around a person, I think. And you guys can go a little easier on him. Especially you Miko."

"No way! He's not the boss of me. I'm not puttin' up with all of his rules."

"I'm not asking you, Miko. You are going to ease up. We are going to make the Commander feel a little more welcome here."

"I wish Wheeljack was still here. He kept you off of our backs," grumbled the girl.

"Well, he's not. And I'm not on your back yet. But if that's what you want, I'm more than willing to oblige."

Kerri and Miko stared at each other without a word before Arcee came in announced that it was time for the kids to go home.

After the kids left Optimus strolled over to Kerri. "She is a handful," he stated as he looked towards the now closing groundbridge. Turning his attention backs towards the woman, Optimus said, "Thank you for your willingness to assist Commander Magnus during his recovery. You have been an invaluable asset to Team Prime."

"Of course, sir. It's the least that I can do. I owe you guys more than I can ever repay. The Commander will be as good as new soon."

I have absolutely no doubt," responded Prime.

"And as for Miko," said the woman, "leave her to me too."


	7. Chapter 7

Ultra Magnus had retreated to his ship after being released by Ratchet. His new servo was attached and functioning well already. And tomorrow he would begin therapy with the woman. And he was looking forward to it. The thought was totally confusing to him, but truth was truth, and the truth was, he looked forward to spending time with her. The truth also was that she was all that he thought about for the last few days. He didn't know any words for what he was feeling. He simply knew that her presence sent his senses spiraling in a way that made it difficult to contain them.

"Why does she fascinate me," he muttered to himself. "She's a human, probably no different than the other millions of humans on this planet." But he instantly knew that wasn't true. As he had watched her more and more, he realized that what she didn't say in words, so said in her expressions. Her face, her body language, said exactly what she was thinking. One only had to look. She was very guarded, but occasionally would let that guard down. When she was engaging with the children or interacting with the doctor. He could see the look of concern in her eyes when she spoke with the Autobots about assignments. The way that she laughed at Wheeljack and Bulkhead's antics and Bumblebee's dancing. He had also seen the sadness in her eyes since Wheeljack left. She missed the Wrecker. How could he leave her? He didn't understand.

A knock on the wall of his ship pulled him from his reverie. He looked up and saw Kerri standing in the doorway and his spark hitched in his chest. _'Stop it, dammit_ ,' he thought to himself. _'You're a soldier and she's a human. Pull it together_.'

"How may I help you?", he said to the woman as she advanced towards him.

"Well, I just wanted to see how the servo was doing and to talk about tomorrow, "she said nervously. She had never been this close to Magnus outside of medbay, and as large as he was, the confines of his ship made him seem even larger. _'He's almost as big as Optimus'_ , she thought to herself. _'I see why he's Second in Command_.'

"Um, Ratchet set me up with all of the manuals that I need. I was a medic in the military, and part of my duty was sometimes helping soldiers with therapy. A servo shouldn't be much different. Just a little bit bigger."

"More than a little", Magnus said. He was staring down at her with those piercing blue optics eyes and her heart skipped a beat. She almost felt like he was staring right through her.

"Do you mind if I take a look at your servo? Doctor's orders," she asked shyly.

"Of course. Perhaps it would be easier if you stood on my _ship's_ console?"

"I think you may be right. Do you mind?"

"Not at all." Ultra Magnus reached his servo down and she climbed into his palm. When it was level with the console he set it down and looked at the human.

"Satisfactory?"

"Yes, thank you." She looked up and him and smiled. "I want to check your wrist connections first. Those gave us the most trouble." Magnus watched as the human walked across his servo and began inspecting the repairs. She became engrossed in her work and Magnus used the opportunity to study her. Her skin was dark, not quite like Agent Fowler's, but close. Her hair, which she usually kept tied back, was dark brown. From what he had seen of other human females, she was tall, and in relatively good condition. As she moved around on his palm, he could feel her light touches ghosting across the smooth metal and wires. His palms were usually very sensitive, and for once he was grateful for the new servo. He hoped the feeling would come back, but for now he was grateful that it could not convey what he was feeling. His spark sounded like it was beating out of his chest, to the point where he was surprised that the woman didn't hear it.

"Looking good, Commander," Kerri started, pulling him from his thoughts." Everything seems to have taken. Ratchet will be relieved. How does it feel?" She looked up at Magnus' face, so close to her own. She was hoping that he couldn't feel her trembling, because she thought that her knees were going to buckle. She felt hot and dizzy, so she climbed onto the console to steady herself and to get away from his touch. She took a moment before looking up again, and almost died. He had a small smile on his face. Oh, _dear God_ , she thought. She had never seen Ultra Magnus smile, and now it was taking her breath away. What in the hell was happening here? How in the world is a giant robot getting me hot and bothered? If his face had been any closer she would have kissed him.

Magnus looked down at her through his smile and said, "It feels good to be fully operational again."

"Good," Kerri stammered. "Well, I'll let you get back to whatever you were doing, sir. I will be back first thing tomorrow and we can get started."

"Acceptable." Magnus laid his palm onto the console surface again and Kerri climbed into his palm. "I will take you back into the base."

When they walked back into the base Magnus set her down on the walkway above Ratchet's work station, where she was again eye level with him.

"I never properly thanked you for all that you've done. So…thank you, Kerri," he said, and smiled again. Please, stop, she thought to herself.

Ratchet looked up at her as Magnus walked away. "I take it everything went well?"

"Um, yeah, all good. We're going to get started tomorrow morning."

"Good, good. Are you staying tonight?'

"Uh, no, no. I have some stuff to do at home." Kerri climbed down from the walkway and gathered her things before heading to her car. "Goodnight, Ratchet."

"Good night. Sleep well," said the doctor. As Kerri sped off into the night, a knowing smile crept onto Ratchet's face.

"Well, well, well."


	8. Chapter 8

Kerri awoke at 4 am. Today was the first day that she would be working with Ultra Magnus, and she had to admit to herself that she was somewhat excited. She felt like a giddy school girl experiencing her first crush and she blushed at the thought. She had always been attracted to the strong, silent, older man type, and Magnus definitely fit the bill, giant robot or not. She also sensed something a little dangerous in the Commander. Where Optimus seemed to effortlessly control his emotions, Magnus seemed tense around her, afraid to lose control or express himself. Every word that he spoke was calculated and concise. Kerri wandered if Magnus had _ever_ lost control. As a soldier, she highly doubted it. Even the times when he was obviously at wit's end with Wheeljack, he never lost his cool. Kerri imagined him on the battlefield, strong and in charge, barking orders to his team. She had never seen him in action herself, but the thought of witnessing him leading the charge was making her more than a little hot and bothered. Somehow, Magnus was bringing out a side to her that she never knew existed. And she didn't know how. She was _alway_ in control, but dammit, something about him was drawing her like a moth to a flame. She felt something smoldering beneath the plating of Ultra Magnus. She wanted to see him out of control…for her. She wanted to bring out passionate Magnus. He had to have it in him somewhere.

 _'Alright, girl, dial it back_ ,' she thought to herself as she disrobed and climbed into the steamy shower. 'You're fantasizing about a 30 foot tall metal man. ''Yeah, he's hot, beyond hot. But you've got a job to do. Besides, I'm sure he doesn't feel the same way. Not like he's shown any interest. But still…'

"Geez," she sighed.. "Wheeljack would shit himself if he knew what I was thinking right now. But Wheeljack left me, didn't he?" And while Magnus and Wheeljack were nothing alike, maybe he could be her Wheeljack for now. They were alike in some ways, and yeah, he needed a friend too. It would take some work to pry him out of that shell, but she wanted to do it. So she came to a decision: be professional, do her job, and befriend Magnus. No ulterior motives. Just take things as they come.

Kerri finished getting ready and headed to the Autobot base. By the time she arrived, Bumblebee, Arcee, and Bulkhead were heading out to take the kids to school and then start patrol. She nodded to them as she headed for medbay.

"Good morning, doc," she said as she strolled over to Ratchet. "How's it going?"

"As well as can be expected. Are you ready to get to work?"

"I am. Where's my patient?'

Her question was answered by heavy footsteps entering the main room of the silo. Optimus Prime and Ultra Magnus were mid-conversation when Optimus noticed her.

"Good morning, Kerri," he said. "I didn't hear you come in. I was just discussing your therapy with the Commander. I have assured him that he is in good hands."

"Good morning, sir. And thank you for the compliment. I will take excellent care of him. Thank you for giving me the opportunity."

She smiled at Magnus and asked, "Are you ready, sir?"

"I am," he replied, as he walked into medbay and settled himself onto the berth. She and Prime watched as Ratchet hooked Magnus up to a machine and ran wires to his servo.

"This will send electrical impulses through the servo. It's simply meant to help get all of the feeling back. It's set on intermittent interrupt and will record his reactions. Kerri, you will need to watch the responses and repair any wiring that needs it. I doubt that there will be any fixes necessary. But if there are, you are capable of handling them. Understand?"

"Yes. But aren't you going to be here to supervise?"

"I have to help Optimus on a small mission. I'm none too happy about it," he huffed, "but I'm the only option right now. The sooner Ultra Magnus is ready, the better. So quit talking and get to work!"

Ratchet walked over to the groundbridge and activated it. "We shouldn't be too long."

They walked into the swirling light of the groundbridge. Right before it closed, Ratchet looked back towards Kerri and Magnus and smiled.


	9. Chapter 9

Kerri stood staring towards the now dark groundbridge. This was unexpected. She hadn't planned on being left alone with the soldier, and now her confidence and control was replaced with nervousness. She turned back towards medbay to see Magnus staring at her, poker face in place.

 _'How in the hell am I going to do this_?' she thought to herself. She felt the warmth creeping back into her body.

Attempting to get her nerves under control, she walked over to the Commander and climbed onto Ratchet's work bench.

"Do you mind laying back, sir? I think it will be more comfortable." While that was true, she was more concerned about trying to hold it together with Magnus sitting up staring at her. Having him in the prone position made her feel a little more in control.

Magnus laid back on the berth, arm outstretched and servo open. Kerri walked over to the machine and turned it on.

"We'll start out on low just to get some base readings. Ratchet set it according to your size and mass so it should be very comfortable for you. Just relax," she told him as she began the pulses. "Tell me if anything feels out of order."

"Of course," he answered. The machine had begun to pulse, and Magnus turned to look at the reading on the computer. While he studied the readout, Kerri studied him. She could see the scrapes and scratches on Magnus' armor. She could only imagine the stories behind the scars. She had been in battle, although nothing like what the Autobots have seen, and not for millions of years like the Autobots have done. 'What does that do to a soldier like Magnus?' she thought to herself. She knew how bad it was to bottle it all up. She was guilty of it herself, and wondered if that was what he was doing.

The beep of the machine startled Kerri out of her thoughts. She glanced at the readout and then Magnus.

"Hmm…looks like we found a loose wire, sir. Well, I can fix that right up for you," she smiled. She grabbed her box of tools and climbed down onto the berth and into Magnus' outstretched servo. She sank to her knees in the center of his palm and opened up the box.

"This won't take long. A couple of tweaks, sir." She smiled up at him before settling into the repair.

Magnus silently watched the woman work while a million thoughts raced through his processor. His spark was pulsing and he fought to keep his fans from kicking on. The woman climbing around on him was causing reactions that he was unfamiliar with. He could feel her light touch through his armor and it caused the same effect as the pulses of electricity working through his servo. He remained silent and tried to focus on the readout on the computer while she worked.

After several minutes Kerri looked up at Magnus and smiled. "All done. It just pulled apart a little. You're spliced and good as new."

Kerri climbed back onto the table and let the machine continue its work while she began typing her report into the datapad. The awkward silence was palpable, so she attempted to make conversation.

"It appears that the doctor has done excellent work. I'm not seeing any other glitches in your wiring. We should be able to start the actual physical therapy on your servo tomorrow. It shouldn't be long until you can get back to full duty. That has to make you happy."

"I am looking forward to being a productive part of the team again and not a burden. While writing reports brings certain satisfaction, it can become monotonous when it is all that you can do. As Second in Command, I need to be out in the field."

Kerri looked at the Commander in shock. "I can assure you sir that no one sees you as a burden! You stepped up to the plate when Optimus was gone and held Team Prime together. You led the charge against Darkmount and helped stop Megatron's plan. The Autobots were lost until you showed up. Nobody regrets your presence here."

"I don't think Wheeljack feels the same way."

"Let me tell you something, sir. The first time that Wheeljack realized that it was you piloting the ship, I looked his face. And I saw relief. Because before you arrived here, nobody knew what to do. We were scattered everywhere and the cause seemed lost. You came here, figured out what needed done, and did it. Wheeljack may give you a hard time, but he respects the hell out of you. We all do."

Ultra Magnus looked at the woman for a long moment before speaking.

"Thank you, Kerri," he finally spoke. "I didn't realize…that I was appreciated. I must say that it is a relief…to know how the others feel." He smiled at her and her heart started melting.

"Absolutely," she smiled. They looked at each, realizing that a moment had just past between them. He liked this woman more and more, and it was obvious that she had immense respect for him. It made him feel good.

"Ok, sir, you're all done. I'll get you disconnected and you'll be free to go. Ratchet will be happy about day one."

Kerri finished her work before Magnus sat up on the berth and tested his servo. "It feels good."

"I'm glad, Commander.", she smiled.

"Please, call me Magnus," he said as he stood up. As he walked away, he turned to her and smiled.

"Thank you again, Kerri. For everything."


	10. Chapter 10

Therapy continued for a few weeks. The servo was becoming stronger every day, and Magnus was already capable of wielding weapons. But transforming it _into_ a weapon was still out of the question, and Magnus was becoming frustrated.

"You sustained incredible damage, Commander", Ratchet explained, rather impatiently. "And while you are healing much faster than I anticipated, this wasn't miracle surgery. I had to build you a complete new servo. It's obviously different from your original, and it will take time for your body to adjust. And if you were to re-injury it, I'm not sure I'll be able to repair it again. So please, continue your therapy without complaining!"

"I'll be in my ship," Magnus said gruffly, and headed out into the night.

Ratchet said. "I don't have patience for patients."

"He's getting antsy, Doc. He knows the Autobots are short-handed, no pun intended."

"I suppose you think you are funny. Your sense of humor leaves a lot to be desired," he scowled.

"Oh, cmon, Doc, lighten up. Besides, I have a idea: Let him go on patrols. He'll be fine. It'll get him out of the base and get a chance to work out the bugs in non-battle scenarios. What do you say?"

"I don't know, Kerr-"

"Actually, I think it's an excellent idea." Optimus walked into the room and stood at Ratchet's table. "I understand your caution, old friend. But I definitely think that the Commander is suffering this way. He seemed to be encouraged by his earlier progress, but now he's merely frustrated. A patrol or two can't hurt."

"Very well," sighed Ratchet. "I'll tell him tomorrow."

"How about I tell him right now?", Kerri said, excitedly. She was out the door and headed to Magnus' ship before Ratchet could offer any objection.

"Those two…"

"Are quite the pair," said Prime.

"So, you've noticed it as well?"

"They certainly appear to enjoy each other's company. I've known the Commander for millennia and I've never seen him relaxed like he is with her."

Ratchet chuckled. "I blame myself. I pushed them into this. I just hope I didn't create a monster."

"No, old friend. I think you've perhaps created something…wonderful."


	11. Chapter 11

Kerri couldn't wait to give the good news. She ran to the open underbelly of ultra Magnus' ship and yelled up to him

"Commander, permission to come aboard? I have good news."

The ramp that she was standing on started to rise up into the vessel. When it stopped she climbed off and made her way to the cockpit, where Magnus was sitting. He turned away from the console and looked down at her.

"Good news would be most welcome right now," he said.

"Well, Optimus and I have convinced Ratchet to let to handle some patrols."

Magnus actually looked surprised. "How did you-"

"Actually, it was Prime. I suggested it, but I don't think he was buying until Optimus stepped in," the woman laughed. "Anyhow, you're free to start tomorrow. We'll keep up the therapy in the meantime."

"She looked up at Magnus and smiled. "You're getting there, Commander. I promise."

Ultra Magnus didn't know what made him ask, but he did. "Would you like to go for a flight?"

Kerri looked at the Commander with shock. Ultra Magnus was inviting her to fly with him! Onboard his ship!

"Really? I, I would love to," she stammered.

Magnus smiled, and Kerri felt herself blush head to toe.

"Good," he grinned at her. He put his servo out and see walked onto his palm. He set her on the console and then commed Ratchet to let him know.

"Be careful," was all Ratchet responded.

"Of course, Doctor."

Magnus powered up his ship and looked down at Kerri. "Any particular destination?"

"Can we head for the mountains?"

"Mountains it is."

The ship lifted off of the ground turned.

"Hold on," said Magnus, as he wrapped his new servo around her protectively. The ship shot off into the night.

Kerri felt like she was in a dream. Here she was being swept away to the destination of her choice but an alien who apparently had more gentleman in him than any human male she had ever come across. And it felt wonderful. Magnus' servo felt like a warm blanket wrapped around her body. Her arms were free, and she was absentmindedly running her hands along the outside of it. The warm metal seemed to vibrate to her touch. In this moment, neither felt the need to speak, but merely gazed out into the nightly expanse before them. For the first time in a long time, she felt happy and safe.

She glanced at Ultra Magnus' face and saw the same thing, and it made her smile.

They were now over the mountains, and flew so low that the belly of his ship seemed like it was going to scrape in the highest peaks.

"I have an idea," he said. "If you climb onto my shoulder you'll be able to see better."

He raised his servo up to his shoulder and she climbed on before spinning around and sitting. Her left hand held onto his turret while she gazed out over the snowy expanse. The night sky was clear, and the mountains were bathed in moonlight. Magnus slowly flew along the ridges while she stared in wonder. Nature, in all of its magnificence, still amazed her.

"Maybe a silly question, but did you have mountains on Cybertron?"

"Metal ones, and not snow-covered. This is…beautiful," Magnus answered.

They flew for hours like that, marveling at the picture laid out beneath, barely speaking. When it was time to return to base, neither failed to show their lack of disappointment. As the ship touched down once again Kerri sighed.

She climbed back into Magnus' palm, and found her face mere inches from his.

"This has been the best evening of my life, Ultra Magnus. Thank you for sharing it with me."

She leaned in and kissed him in the cheek.

The Commander rubbed her cheek and smiled.

"The pleasure was all mine."

* * *

Notes: First of all, I want to thank everyone who likes my story, special thanks to fellow Magnus fan Optimus-is-bae for the review. This is my first fanfic and by no means and I'm a writer. I'm just a fan who feels like Ultra Magnus isn't given nearly enough love. The chapters of this story will be short, because that's really all that I have time for. I will, however, throw in a couple of long chapters here and there. Lastly, while this story is rated T, it will definitely get a little steamier. I'm not sure if it will reach an M rating. Truthfully, I'm a grown woman who still giggles at smut, so we'll see. Lol

Thank you all again :)


	12. Chapter 12

Magnus' therapy continued for the next two weeks. He and Kerri would work on his servo during the day when the others were out, and he would patrol in the evenings after she went home. They had become close, but neither was interested in the others knowing, so Kerri and Ultra Magnus were simply therapist/patient around the other Autobots and the kids. Ratchet usually made himself scarce during their sessions, telling them that he was needed elsewhere, and both were ok with that. Alone in the base, they were relaxed, and chatted like old friends. On the nights that he didn't patrol, Kerri would come back to base, and she and Magnus would spend time in his ship. Sometimes they would fly to the mountains, and sometimes they merely sat in his ship talking. Magnus was absolutely fascinating to the young woman. He was an alien species who had been alive for millions of years. He had seen and done so much in his lifetime, and she loved to hear the stories of his adventures. He told her about life on Cybertron before the war, and the horrors that he had witnessed as a soldier. This she could relate to. It was during those stories that Magnus would notice a sadness creep into Kerri's face. He always saw the look when he spoke about the war to her. He knew that she had been a soldier but hadn't felt comfortable asking her about it until now. Because now she was his friend. And while he was no therapist, Magnus knew that his friend was hurting. He took his finger and gently placed it under her chin, forcing her to look up at him.

"What happened to you?"

Kerri looked up into his face but said nothing. The sadness was now accompanied by tears rolling down her cheeks.

"What did they do to you, Kerri? What happened aboard the Nemesis? Please tell me," Magnus asked softly.

His gaze bore through her, and she had to look away to avoid a complete meltdown. Kerri said nothing at first. She was struggling to keep it together in front of him.

"I was part of a science/military unit under Agent Fowler when the Decepticons first came to Earth. It was pretty obvious from the beginning that we couldn't match them in firepower, so the government decided to try to find anything else to use against them. The ultimate goal was to capture one to try and find a weakness, any weakness. It was foolish endeavor, to say the least. But we didn't know that the Autobots existed at the time, and we were desperate. Our soldiers were dying on a daily basis."

The woman paused. Magnus waited a moment before gently saying, "Continue, please."

"Our last mission started like any other. The Decepticons had attacked one of our bases and we were called out. We fought, and lost two members of our team. They got what they had come for and were going back through the ground bridge. The usual. But this time, Shockwave was there, and he ordered the Vehicons to capture what remained of our unit. Nine of us."

Ultra Magnus didn't like where this was going. Shockwave was well known on Cybertron as a butcher. Nothing was off limits to him in his quests to find advantages for the Decepticons during the war. He suddenly didn't want to hear whatever she was going to tell him. But this dark door was opened at his prodding, and there was no way to close it.

"What did he do?" He asked quietly.

"He didn't do anything to me. He took the men. I-I don't know what happened to them. I never saw any of them again. I heard stories, the other Decepticons would talk about what Shockwave did to his experiments. The worse things I've ever heard. I don't... I don't know. When Wheeljack rescued me I asked him to look for the others but…but he couldn't, we had to leave."

He voice was low now, her face was contorted with grief.

"Kerri, what happened to you? If Shockwave didn't harm you-"

"I was given to Knockout."


	13. Chapter 13

_A/N_

This story is going up to an M rating, and this chapter contains rape. You have been warned.

* * *

 _Kerri awoke groggily and opened her eyes briefly before slamming them shut again. It very bright, very bright. Her head was pounding, and she couldn't move her body. She laid still for several minutes while trying to remember what had happened. She couldn't look around, and she had no idea where she was._

 _"Think, woman," she grimaced. "What happened?"_

 _She fought to recall her last thoughts. The Decepticons! Her unit had been engaged in a battle with them at the base. But what had happened? And where was she now? She tried to move again, and couldn't. Fear was now rising up into her chest, causing her heartbeat to pound inside of her ears._

 _"Get it together, girl," she said. "Calm down and focus."_

 _Kerri tried opening her eyes again, mere slivers at first, until she could adjust to the light. Soon she was able to open them completely, but it did her no good. She still had no idea where she was. The surroundings didn't look familiar at all. She was able to lift her head and look down at her body. She was in her fatigues and strapped to a gurney. But where? It wasn't the base. That she was sure of. Maybe a military hospital. In quarantine perhaps. Maybe the Decepticons had used gas or some sort of biological weapon._

 _She looked around the room as much as her restraints would allow. It was dark beyond the giant white light that bathed her. She could see machines and what looked like tools, although none of them looked familiar. She turned her head to look on the other side. There were other gurneys there, and they were huge._

 _"Who needs gurneys that big-". Then the full horror of her situation sank in. She was aboard the Decepticon warship! Fear gripped her, and she began to turn and thrash about on the table, trying to work herself loose._

 _"This can't be happening. Please, don't let this be happening. Let me wake up!"_

 _She looking around frantically for anything that could help her. While her clothing was intact, her weapon was gone. Not that it mattered._

 _"Hello," she whispered. She was afraid to yell, and her voice was shaking with fear. "Is anybody else in here? Please, somebody answer me."_

 _"Hello."_

 _Kerri froze. The unfamiliar voice came from behind her._

 _"Hello! Who are you? Show yourself!"_

 _"As you wish, my dear."_

 _Kerri heard heavy footsteps walking towards her before a shadow fell over the gurney. Suddenly the light was turned away and in its place stood a red robot. Kerri screamed and began to pull at her restraints again._

 _"You should really relax," the robot drawled. "You're going to hurt yourself. Why are screaming anyhow? You asked me to show myself, and I did. You're being rather rude."_

 _"Who-who are you?"_

 _"Now I'm being rude. Allow me to introduce myself. My name is Knockout. And you are?"_

 _Kerri didn't answer, instead continuing to stare up at the Decepticon._

 _Knockout took a clawed finger and ran it along her shirt. Kerri shuddered and attempted to pull away._

 _"Please, don't-"_

 _He found was he was looking for: her name on her uniform._

 _"Macklin. I believe that that is what humans call a surname. Do you have a first name, human?"_

 _"Kerri. My name is Kerri."_

 _"Kerri," he purred.. "A lovely name. Well, Kerri, as I believe you have ascertained, you are a prisoner aboard our warship."_

 _"Where are my teammates?"_

 _"Shockwave has them. He needs humans for his experiments. Bad things. Not for the squeamish," he stated matter-of-factly._

 _Kerri's heart sank. Her team was aboard the ship too. She was hoping that they had somehow escaped her fate, but now she knew._

 _"Why am I here and not with them?"_

 _"Fortunately for you, my dear, Shockwave has no use for femmes, Cybertronian or otherwise. I, on the other hand, find them fascinating. So he gave you to me."_

 _Knockout was looking down at the human with a twisted grin on his face. His finger was absent-mindedly running along her body, and her heart was drumming furiously in her chest._

 _"What are you going to do with me?" she whispered, afraid to hear his answer._

 _Knockout brought his ghostly white face mere inches from her own._

 _"I'm going to enjoy you, Kerri", he smiled. The finger that had been stroking her body went back up to the collar of her shirt and cut it away from her body. She struggled to pull away to no avail. The claw went to the waistband of her pants._

 _Kerri was absolutely mortified. He couldn't really be thinking what she thought he was thinking. There was no way! He's at least 15 feet tall!_

 _"Please," she pleaded, "stop this. There's no way you can-"_

 _"No way that I can what, my dear?" He whispered in her ear. "No way that I can take you? What makes you think it isn't possible?"_

 _Knockout stood up, face mere inches from her again. His talon ran along her terrified face as he studied her._

 _"Truth be told, Kerri, I am quite fascinated by human females. Up until now, I've only been able to admire them from afar. Lord Megatron would never allow me to pluck humans from the surface merely to indulge my fantasies. But now it seems that fate has intervened."_

 _He leered down at her again. "I am so going to enjoy this. There is nothing preventing you from enjoying it as well."_

 _Kerri closed her eyes and sobbed gently, looking away as the rest of her clothing was cut from her body. There was nothing she could do to stop Knockout. She didn't know how he planned to do, but it didn't matter. 'Please just do it quickly,' she thought to herself._

 _"Now, now, my dear," purred Knockout. "Relax and enjoy this. I'm going to be a gentlemech for you."_

 _Knockout turned her to face him. "Look at me," he said._

 _Kerri watched as another bright light filled the room. When it dissipated, she saw that Knockout had shrunk, and now stood approximately seven feet tall._

 _"Like what you see?", Knockout asked, and stood back so that she could admire him._

 _"A little trick we Cybertronians call mass displacement. It comes in handy on occasion, although I must admit I've never used to to interface. You should be proud of being my first!", he beamed._

 _Kerri looked at him in stunned silence. Knockout was insane to think that she would ever enjoy this. He was grinning like a Cheshire Cat, and see could see the lust in his eyes._

 _But then she saw an opportunity. Knockout was obviously narcissistic, and she could take advantage of that._

 _"I must admit that the scientific side of me is…interested. And I suppose it could be worse. You haven't been a brute. But I'm scared. I don't how this is going to work-"_

 _"You leave that to me, my dear. Just relax and enjoy how good I'm going to make you feel."_

 _Knockout put his mouth to her throat and began nuzzling. His servos ran along her now nude body as he planted kisses on he neck and shoulders._

 _"Mmm, so warm and soft. You were worth the wait, my dear," he murmured as he brought his mouth to hers. He claimed her mouth with his glossa while his servos wandered to her breasts and gave them a gentle squeeze. His mouth glazed a trail down to her chest, where his tongue wrapped around one of her nipples. Knockout moaned while he feverishly explored every inch of her body. His servos ran down her legs, and it was only when he worked towards her inner thighs did Knockout realized that the woman was still restrained._

 _"Dammit," the Decepticon muttered. He reached over the table and pressed a button and the shackles fell off._

 _Knockout crawled back on top of the woman and continued to explore her body._

 _"Put your arms around me," he lustily ordered. Kerri obliged while Knockout's glossa invaded her mouth one again. It intertwined with hers, while one hand stroked her hair, and the other gently forced her legs apart._

 _Kerri wanted to scream, but instead allowed Knockout to have his way with her. She had to wait for the right moment to strike at him._

 _Her legs now open, Knockout didn't wait to sink a clawed talon inside of her. Unfortunately, her body was responding to the contact automatically, and Knockout noticed._

 _"Mmmm, my dear, so you are enjoying this," he growled. "How long has it been? It doesn't really matter. This is your first time with the magnificence that is me. Such a lucky girl you are."_

 _Kerri heard a click and looked at Knockout._

 _"I would say you're ready for me, and that's a good thing. Because while I would love to drag this deliciousness out, I must have you now."_

 _He settled himself between her legs and Kerri realized this was her opportunity. The only one she would get. She only hoped that it would work._

 _As fast as she could, Kerri brought her knee up to meet Knockout's interface panel, where it connected with his…whatever it was. Knockout looked as if a bolt of lightning had gone through his body. Kerri took the opening and bolted from underneath the now crumpled Decepticon. She scampered down the leg of the gurney and was nude and now desperately running, looking for a way out of the room._

 _"Open, dammit. Come on, something, open!" She cried out. But she could find no exit, no escape. With dizzying speed, she was grabbed from behind and thrown onto the floor, and Knockout was back on top of her._

 _"Tsk, tsk, my dear. A bad idea. You are aboard a warship, miles above your planet. Where exactly were you going to go?"_

 _Kerri didn't respond, but merely looked away. Knockout grabbed her face and forced her to look at him. She saw anger in his optics now._

 _"I was going to take you gently," he growled as he settled between her legs again. "But I don't think gentle is for you."_

 _Without another word, Knockout forced himself into her. She cried out in pain, and Knockout forced himself in further. Once he was fully encased in her warmth, he forced her to look at him again._

 _"Watch me while I do this. I want to hear you cry out with every thrust. You won't enjoy this, I promise. But you will learn. We'll have all of the time in the world."_

 _Knockout buried his face in her neck and began to move. His assault was brutal, and Kerri screamed, cried, and thrashed underneath him, to no avail. He hilted himself every time, before pulling almost all the way out, only to slam into her body again and again._

 _"Primus, you're tight", he growled as he nipped at her neck with his teeth. He plowed into her relentlessly._

 _"I'm close, so close. Say my name, Kerri." When she didn't respond, he grabbed her hair pulled roughly. "Say my name! Tell me how good it feels to have me fucking you! Say it!_

 _"Yes, Knockout, fuck me!" She cried out while her body was mercilessly being destroyed by the Decepticon. She was battered and beaten, and needed it to stop._

 _Her words sent Knockout over the edge. With one final thrust he overloaded inside of the woman. After he finished, he laid on top of her for a few minutes while his fans attempted to cool off his frame. Kerri stared at the ceiling and sobbed._

 _Finally Knockout crawled off of her, and Kerri curled up into a ball on the floor. She saw Knockout walk away, only to return a few seconds later, full size again, with a warm cloth. He picked her up and placed her onto the gurney where he gently wiped her face and body, and when he finished, kissed her brow._

 _"I didn't want it this way, my dear, believe me. But you need to learn. You belong to me, and the sooner you accept that, the better off you will be."_

 _"And now, Kerri, I have work to do. I'm ve given you a sedative, so you'll_ _sleep until my return. You can't escape, so don't try. Besides, we have some undersirables aboard, and I can guarantee you that they won't as pleasant as myself."_

 _Knockout kissed her again before leaving the room._

 _"Sleep well," my dear."_


	14. Chapter 14

Ultra Magnus stared at Kerri in stunned silence. For the first time in a long time, he was at a loss for words. The woman sat on the ship's console, shoulders slumped, body wracked with heaving sobs. She had never told the whole story to anyone. Not even Wheeljack. But she had poured out her heart to Ultra Magnus. And he didn't know what to do.

They sat that way for several minutes. Magnus felt glued to his seat, afraid to move or say a word. Finally, Kerri's sobs subsided, but still she said nothing. She was embarrassed by her breakdown.

"Kerri, do the others know?", he asked her softly.

"About Knockout? No. I couldn't bring myself to tell anyone. When Wheeljack brought me to the Autobot base, Ratchet realized that I had energon poisoning. I told him that Shockwave had experimented on me. They had no reason to believe otherwise."

She felt dead inside inside. She had ripped the scab off of the cut and it was bleeding again.

Magnus laid his servo on the console. "Kerri, please." She climbed into his palm but wouldn't look at him. Magnus put his finger under her chin and lifted.

"You don't have to keep this inside. Tell Optimus, please," he begged her.

"I can't Magnus. I'm so ashamed. I can't face Optimus-". The tears were beginning to form again.

Dammit!" You haven't done anything wrong! That monster raped you, and he deserves to be torn limb from limb!" Magnus slammed his fist into his ships console. He was shaking with fury.

He knew beyond any shadow of a doubt that if and when he got to Knockout, he was going to rip his spark out with his bare servos. He realized that they were fighting a war, but what the Decepticon had done was inconceivable. Rape under any circumstances was not acceptable, even in war. But to commit such a vile act on a defenseless human, especially his friend, was more than Ultra Magnus could bear.

"I'm taking you to Prime, now!"

Kerri wanted to object, but she knew the Commander was right. Optimus needed to know.

"Ratchet should be there too," she said softly. "He needs to know."

"Ok," he answered. Holding Kerri protectively in his palm, he stood and exited his ship.

Magnus strode into the base and towards medbay. On the way, he commed Optimus Prime.

:Sir, can you come to medbay?

:Of course. Is there a problem?

:Something that needs your attention, sir.

:Very well, Commander. I'm on the way.

Ultra Magnus walked into medbay and sat Kerri on the bed, giving her a pained smile before turning his attention to Ratchet. He could hear Optimus coming down the hall towards him. He waited until Prime entered the room before he began to speak.

"Optimus, Ratchet, Kerri has some most…unpleasant information to share with you."

All three Autobots turned and looked at her expectantly, and Kerri wanted to curl up into a ball. Sensing her extreme discomfort, Magnus sat on the berth beside her and ran his finger along her back assuredly.

"Please, Kerri," he said gently. Tell them what you told me."

Optimus got down on one knee so that he was eye level with the woman.

"Kerri, you can tell me anything," he said soothingly. "Please trust me. Whatever it is, it will go no further if you wish."

She took in a deep breath and sighed. This was it. There was no turning back.

"I didn't tell you the truth about what happened to me on the Nemesis."

Fear gripped Optimus' heart. He didn't like where this was going.

"Kerri, what happened?" He asked slowly, dreading her answer.

"Shockwave didn't experiment on me. Knockout…Knockout, raped me. He used mass displacement. He shrank himself down and he raped me. That's how I got energon poisoning."

Ratchet swore under his breath and looked away, anger swelling up in his chest. "Why in the hell didn't you _tell_ me Kerri?! What were you thinking?" His voice was rising, and Optimus put a servo on his shoulder.

"Easy, friend," he said, voice quavering. He was shaken to the very core by this bombshell, and wasn't exactly sure what to do next. Ratchet stood up and quickly walked out of medbay.

Optimus sighed and turned back towards Kerri, who was sobbing again.

"I'm sorry Optimus. I didn't mean to lie. I just didn't know how to tell you. I didn't know what you would think."

"You have no reason to apologize for anything. I don't have any w-words to express to how sorry I am that this happened." Optimus' voice was still shaking. He stood back up to his full height and looked at Magnus. "Commander, please stay with her. . I-I need to get Ratchet back."

The truth was that he needed to get out of there too. His head felt like it was spinning. He was not prepared for what the woman had told him. Nothing in his experience could have prepared him. Of the millions of thoughts that ran through his processor, that was not one of them. How could a fellow Cybertronian, Decepticon or not, do such a thing? How could Megatron allow something like this to happen? He knew that the Decepticon ruler was brutal and cruel, but even _he_ could not be ok with rape.

Optimus saw Ratchet standing at the base entrance, servos clenched into fists. He approached him and put his hand on the doctor's shoulder. "Ratchet, we-"

Ratchet spun on his heels and stared at Optimus, he face a mixture of rage, pain, and grief.

"For Primus sake, what in the hell is going on Optimus?! Why didn't she tell me? Why didn't I check her when she was brought in? I never thought that they would rape her!" Ratchet looked at Optimus wildly.

"Why would they do that?" He asked.

"I don't know, old friend," sighed Optimus. "This is most disturbing. But I need you to come back inside with me. Kerri needs us now more than ever."

The two walked back into medbay, where Ultra Magnus was comforting the woman. Ratchet would have rather been anywhere but there. He cleared his throat and looked at the woman sitting on the berth.

"My apologies, Kerri. I didn't mean to get upset. I-I just wasn't prepared." Ratchet sighed. "I need to examine you. Prime, Commander, if you please."

Both Autobots looked down at Kerri as she nodded. "It's ok," she said quietly. They turned and walked out of medbay.

Ratchet turned back towards the woman. "I know that this isn't comfortable for you, but I need to perform an examination. We need to make sure that you don't have any internal damage. Try to relax. I'll take good care of you," he smiled assuredly.

"I know, doctor. You always have."

Thirty minutes later Ratchet came out of medbay and was instantly confronted by Optimus and Ultra Magnus.

"How is she doing, doctor?", asked Magnus.

"She's ok. I didn't find any physical damage. Her body has healed itself, although she must have been in pain for the first several weeks," he said, with a pained look on his face. "Psychologically it's a different story. She is understandably traumatized by what happened and has never properly processed it. But I am in no way capable of helping her."

He looked at Prime. "I know you promised her, but we may need to inform Agent Fowler. I'm certain that he can get her the help that she needs."

Optimus sighed heavily. "I gave her my word. I can't talk with Fowler without her permission. May I speak with her?"

"No, she's resting. I gave her some medicine to help her relax during the exam and she went out like a light. Who knows how long it's been since she's gotten a proper night's sleep. It will have to wait until morning."

"Very well, Ratchet."

"Doctor," said Ultra Magnus, " I think you can use recharge. I would like to stay with her tonight. In case she awakens."

Ratchet suddenly felt exhausted. "Yes, Commander, that would be fine. Thank you. She should sleep soundly, but comm me if she awakens."

"Of course, doctor. Goodnight. And..thank you." He turned to face Ratchet and Prime.

"Both."

Both Autobots smiled and headed towards the corridor to their berths. Ultra Magnus walked into medbay and looked down at Kerri. She looked peaceful. He stroked her face while staring down at her.

"Sleep well, my friend. I will watch over you. Nothing will ever hurt you again."


	15. Chapter 15

Knockout made his way back to his quarters aboard the Nemesis and settled onto his berth with a heavy sigh. He had been working nonstop for a long time and he was exhausted. Between repairing workers who got hurt in the mines, Vehicons getting trashed by the Autobots, and Starscream getting his almost daily beatings from Megatron, Knockout was on almost no rest. Even his normally flawless finish was scratched and dull. Breakdown had normally been the one to buff him, but that bitch Arachnid had blown him to bits. Even street racing, the only joy that he had on this planet, was taken from him by Megatron. He was anxious and bored.

Knockout looked at the shackles on his desk that had, until recently, held the human woman.

"I can't even get any relief there," he muttered to himself. "Just when I had her almost broken, Wheeljack took her from me. I wasn't finished with her. "

His workload had kept him from searching for her. He was certain she was still with the Autobots, but kept herself hidden from view. Truth be told, Knockout knew that he could simply grab another human to replace her and Megatron wouldn't know the difference. But he wanted her. She had a spirit and fight to her, and he wanted to break that. The fact that he had been so close only to lose her made him angry. He had his way with her whenever he chose, and no matter how hard the woman fought, he won. It excited him. Even now he could feel hardening behind his interface panel. He was addicted to the woman and he knew it. Her fear and her pain were delicious to him. He loved the way that she thrashed and fought every time he sank into her tight warmth. He would hold her down, bite and scratch her until she screamed out his name. She would curse him even as her body responded to his caresses with moans of pleasure and her wet heat pulsed and throbbed around his spike in an inevitable climax, after which, she would collapse sobbing into his arms, where he would cuddle and soothe her. It was a twisted but fascinating game to him. And it was gone.

"Where are you, my dear Kerri?" he asked. " I will get you back. The Autobots will slip up, and you'll be mine again. You will be punished in the most wonderful way when I find you."

But how to get her back? He didn't even know where to begin. But then an idea struck him: Soundwave! If anyone could locate the woman, it would be the Decepticon Communications Officer. The spy excelled in his craft, monitoring every transmission, Decepticon, Autobot, and human. She would not be able to remain hidden once he was on the task. And since he was already doing the job, it would simply be a matter of informing Knockout when she was located.

Satisfied with his solution, Knockout pulled out his spike and began stroking the length of it.

"Soon, my dear," he purred.

The thought of ravishing the woman, taking her to the brink and over, destroying her, only to build her back up, was too much for the Decepticon. With a final hard tug on his spike, Knockout overloaded before falling into restful recharge.


	16. Chapter 16

Kerri opened her eyes and looked around. She was still a little groggy and not sure where she just. When she was able to focus she saw Ratchet sitting at his workstation. She was still in medbay.

"Ratchet," she mumbled,"how long was I out?"

"Well, it's about time," the doctor answered. "You've been asleep one and a half earth days." He commed Optimus to let him know that the woman was awake.

"Where's Ultra Magnus?"

"Optimus sent him out on patrol."

"Oh." Kerri sat up on the berth and rubbed her eyes before looking up at Ratchet. "I was asleep for all of that time but I'm still exhausted.

"Well, you haven't been getting full recharge. Even with the sedative I gave you, you still tossed and turned the entire time. You've been burning yourself out."

"I'm ok, Ratch, I don't need-"

"Yip, yip," he scolded her. "You have no idea what you need, apparently. You haven't been taking care of yourself."

Kerri looked down at the floor but said nothing.

He was angry with her, and rightfully so.

"You should have told me about Knockout," he continued, not looking at her. "You are my assistant, and before that, you were my patient. I thought that you would have confided in me, not Ultra Magnus."

Kerri found herself getting angry. He was pissed off that she told Magnus instead of him? That's his complaint?

"Look, Ratchet, I didn't intend to tell anybody-", she started.

Ratchet slammed his fist down on the table and turned to face her.

"And that was a stupid decision! Keeping something like that to yourself will eat you up inside, and that's exactly what it's been doing!"

Kerri locked eyes with the Autobot and didn't back down.

"Your problem," she said evenly, " is that I told Magnus and not you."

Kerri and Ratchet stared each other down. The doctor was fuming, and honestly, so was she. This was about his ego, and she wasn't up to soothing it for him right about now. He was being ridiculous, which was what she was about to tell him, when Optimus walked into medbay.

"Good afternoon, Kerri," he rumbled. "How are you feeling?"

She broke her gaze with Ratchet and looked down at the berth, rubbing her neck.

"I'm ok, Optimus, still a little tired though."

"Not surprising, consider you sleep pattern. The doctor has kept me informed."

"I'm sure he has," Kerri muttered. Ratchet threw an angry look her way before abruptly standing up from his work station and leaving the medbay.

"Do you need me here, Optimus? I have a few things to catch up on," he told the Prime before walking away, not waiting for an answer.

Optimus watched Ratchet walk away, surprised by his quick departure. He turned back to Kerri, confusion on his face.

"Is something the matter?" He asked the woman.

"I don't think so," she said tiredly. "You know how Ratchet gets. Guess he was just worried about me." She didn't feel like explaining this to Prime. Honestly, she just wanted to be left alone. She was being fussed over, and it made her uncomfortable. Kerri remembered how the Autobots had reacted to her Knockout revelation and she flinched.

 _They're going to make a big deal out of this_ , she thought to herself. _Let's just get it over with._

Optimus stood silently, watching her. The woman was working through her emotions. That much he could tell from the looks that crossed her face: anger, hesitation, exhaustion. He would wait for her to start talking.

"Look, Optimus, I'm sorry that I didn't tell you guys the truth. But I didn't want it to be a big deal. I didn't want you all to see me as a weak human woman. I'm a soldier, I'm trained to deal with anything."

"Even being held captive aboard an alien warship and raped by one of its inhabitants? No, Kerri, no one can ever be prepared for that. It doesn't make you weak to be affected by what happened. You were strong enough to survive until Wheeljack rescued you. That speaks volumes. Agent Fowler asked that we allow you to remain here rather than your base after your ordeal because he felt that we could help you, or at least understand what you had gone through. I agreed to it because I saw the strength and spirit in you. I still do."

Kerri could feel the tears welling up in her eyes. Dammit, she was tired of crying, but she couldn't control it. She had incredible respect for the Autobot leader, and here he was praising _her_ courage.

Optimus knelt down beside the berth so that he was eye level with her. He put his finger under her chin and lifted her head until her brown eyes met his brilliant blue ones.

"No one here sees you as weak. That, I can assure you." he said deeply. "But you don't always have to be strong. Sometimes, it's ok to let someone else help you carry the weight. I may be the leader of the Autobots, but if I tried to do it all by myself I would fail. I rely on them as much as they rely on me. We are a family. Something that you humans taught us."

Kerri smiled as she wiped away her tears. She knew that the Prime was right. She had taken that first step on the path, and she was ready.

"To that end," Prime continued gently, "I came here to ask you if you wanted me to inform Agent Fowler? Ratchet seems to feel that you may need to speak to someone more equipped to handle your situation. I'm sure Fowler can find what you need."

"That won't be necessary Optimus," she said calmly and with a relieved smile. "Telling you all has taken a lot of the weight off of my shoulders, and for the first time in months, I don't feel burdened. I'm really ready to move on from it. You know, working with Ultra Magnus, I figured it was strictly for his benefit. I didn't realize it was also for mine."

Optimus smiled back at the woman.

"I am glad to hear that. Ultra Magnus cares deeply for you, that I can see. You have helped him tremendously. He would appreciate knowing that he has helped you as well."

"I'll make sure he knows, sir," she told him. "But right now, I need to find Ratchet. I owe him an apology."

"Of course," said Prime as he stood back up to his full height. "Remain here. I will comm him back to medbay so that you two may talk."

Within minutes, Ratchet re-entered the room and sat down at his workstation, not looking at Kerri or Prime. Optimus put out his servo and Kerr climbed into his palm. He walked over to Ratchet and set the woman on the table, and with a parting glance, walked out.

Ratchet sat still at his station, optics fixed ahead of him, jaw clenched. Kerri took a deep breath, walked over to him, and placed her hand on his huge servo.

"Ratchet, look at me please," she asked.

He didn't respond, so she continued.

"I'm sorry that I didn't tell you Ratchet. As my friend and doctor, you should have been the first to know. Wheeljack saved me from the Nemesis, but you saved me from energon poisoning. A human doctor couldn't have done that. You care about me, and I pushed you away because I didn't want you to feel sorry for me. That was stupid. I should have trusted you. All of you. Anyhow, I hope you can find it in your spark to forgive me."

Still nothing. He still sat, unmoved by her plea.

With a heavy sigh, Kerri turned to climb down from the work station, only to have a giant servo block her way. She turned to look up at Ratchet, who was now staring down at her. She climbed into his servo and he lifted her up to eye level.

"I'll forgive you," he said with a soft smile, " if you forgive me for being an egotistical jackass."

Kerri reached for his face with her hands before giving him a kiss on his cheek.

"Deal."


	17. Chapter 17

Ultra Magnus pulled back into base just as Ratchet was lowering Kerri down from his table. He transformed and walked over to the woman.

"Ratchet informed me that you were awake. How are you feeling?"

"I'm ok, Commander," she responded as she smiled up at the bot. "Ratchet said I'm free to go."

"Did Optimus Prime speak to you?"

"He did. He offered me help if I feel that I need it. I told him that I'm ok. But I'm open to it in the future if necessary."

"I still think that you need assistance in your recovery," interrupted Ratchet. "But it is your choice of course."

Ultra Magnus was relieved. He was worried that she would be furious with him, and worse, he was worried that she would leave them. But Kerri seemed happier than he had seen her in months, and he was glad that he had forced her to tell what happened. Telling them the truth had been the catalyst she needed to begin healing. She obviously wasn't completely recovered. That would take time. But she was strong and would recover from her ordeal, with help from her companions.

Kerri broke Magnus' thoughts by explaining to Ratchet that she needed to go home. She had no clothes here, and she wanted a hot shower. More importantly, she just wanted to be alone for a little while.

"I thought you were going to stay here for time being?" He asked the woman. "I still need to keep an optic on you."

Kerri sighed and looked at the doctor. "I just need a little time to myself. I won't be long. A quick shower and change of clothes and I'll be back."

"Well, I can't stop you,"he said, "although I wish you'd reconsider. If you won't do that, at least let one of us take you."

"Tell you what. How about you groundbridge me to my place?"

Ratchet rubbed his chin thoughtfully before agreeing to it. He walked over the controls and opened the groundbridge.

"I want you back here as soon as possible. Comm me when you're ready." He opened the groundbridge and Kerri headed for the swirling light.

"I'll see you both in a few hours," she smiled as she walked into the light and disappeared.

On board the Nemesis, Knockout was resting in his quarters when he got a ping from Soundwave. He had located the woman. Knockout sprang from his berth in excitement. He finally had her. After all of this time, she was going to be his again. He merely needed to collect her. But how? In his excitement, he had forgotten about how. He would need to sneak away under Megatron's ever present vigilance. He pinged Soundwave back.

: Where is Megatron?

: At present, he is at an energon mine with Shockwave. You have a small window of time.

"How very fortunate," chuckled Knockout. He knew better than to trust Soundwave, but he wasn't thinking logically. Right now, he was going to retrieve his prize.

Knockout raced to the bridge, where Soundwave was waiting to transport him to the surface.

"I'll be back shortly. Hopefully before Lord Megatron."

He drove through the groundbridge and disappeared.

Kerri walked out of the groundbridge and towards her apartment, keys in hand. She hadn't been alone in days and she was looking forward to some solitude. The Autobots obviously meant well, but she felt smothered when she didn't get time to herself. She was a loner by nature, and constant interaction left her anxious and exhausted. It was late afternoon, and the apartment complex was quiet. Her neighbors would be home in a few hours. In the meantime, she would enjoy the silence.

She entered her apartment and headed for the bedroom. She started the shower, letting it heat up while she undressed and laid out clothing to put on afterwards. Climbing into the steaming hot water felt like heaven. Every muscle in her body craved the warmth, and slowly, her anxiety began to melt away. The soap felt luxurious on her skin, and the lavender scent left her feeling calm. Her hair felt like it hadn't been washed in ages. It felt good to run her fingers through the thick soapy mass.

"God, I needed this," she exhaled. She was starting to feel like herself again, before the craziness that had crashed down upon her. She finished washing and rinsing, standing in the shower for several more minutes before the water started turning cold. She dried off before wrapping herself in her robe and her hair in a towel before heading to the bedroom.

Kerri sat on the edge of her bed. She wasn't ready to get dressed yet. She laid down in the bed. It was soft, warm, and inviting.

"Just a couple of hours of shut eye won't hurt," she said. I'll get back to the base before nightfall."

* * *

Kerri awoke with a start. Something was wrong, and her heart was gripped with icy fear. It was nighttime, and her apartment was dark. She sensed something in the darkness of the room, but couldn't see anything amiss. The woman quickly sprang up from the bed and looked around, trying to make her eyes adjust to the shadows. Somebody was in the room with her. She could feel it. Kerri backed herself into the corner until the backs of her legs met with the nightstand. She felt around on the stand and found her phone, which gripped in her hand while she cried out into the darkness.

"Who's here? Show yourself," she commanded, her words strained. He heart was pounding so hard she felt like it was going to explode from her chest.

"Have you forgotten me already, my dear Kerri? I had hoped to have a more lasting effect on you. A shame that you were taken away from me before I could truly make you mine. No matter, you are mine again."

That voice, no, no, no!

A tall human man stepped out from behind the door and turned on the bedroom light. The man was tall and muscular, and sported red hair. It was most certainly Knockout, but how?

Kerri was frozen in terror. The man stood in the middle of the room and turned slowly.

"Do you like it?", he asked coyly. "Just a little something I've been working on. I thought you might prefer this over my Decepticon form. Something a little more appealing to a human."

Kerri couldn't speak or move. As Knockout advanced towards her, she squeezed herself more into the corner. But there was nowhere to go. He was between her and the door. There was no escape that way. Her brain sought to regain control of her body as the Decepticon closed the space between them. He reached a hand up and unwrapped the towel from her damp hair, while simultaneously putting his other arm around her waist and pulling her to him.

"Mmmm, I've missed you, my dear. Your touch, your scent. You are intoxicating. I was quite upset when you left me."

"How-how did you find me?", she stammered.

"Soundwave is a master of communications. I merely sent him upon your trail."

Knockout ran his fingers through her hair. "But that doesn't matter. All that does matter is you back in my arms and soon, my berth. I will have to punish you for leaving me. You understand that, don't you? But know that I can never be too harsh with you."

Knockout knotted her hair in his hand and pulled her lips to his. His glossa forced its way into her mouth while his free servo worked its way under her robe.

Kerri felt like she was going to collapse on the floor in terror.

 _Think, think! If he gets you back to the Nemesis you'll never escape._

Then she remembered the phone in her hand. It was her only chance. She only had to push one button to comm Ratchet. _Please, for the love of Primus, push the right one,_ she thought to herself _._

Knockout released her mouth from the punishing kiss and made his way to her neck. He nipped at her collarbone while both servossqueezed her breasts underneath the robe that was now in danger of falling to the floor. Kerri took the opportunity to take a quick look at her phone. It was calling Ratchet. She managed to set the open phone back onto the nightstand and when into action.

"Please, Knockout, don't do this," she pleaded. "Why do you want me? I'm just a human. We're beneath you. Isn't that how Megatron feels?"

"I don't share Megatron's views on humans, at least when it comes to you, my dear. You excite me more than any creature ever has. I've missed you body beneath mine, writhing in pleasure and pain, screaming out my name. Primus, I can't wait to sink into your sweet valve again."

Kerri's breath caught in her throat. He was going to take her right here and now, and the Autobots apparently weren't going to reach her in time. She would have to fight him off alone.

"You're not getting me aboard the Nemesis again Knockout," she growled defiantly. "I'll die before I let you."

Knockout grabbed her by the hair again and forced her to look up into his red eyes. His other hand removed the belt that held the now falling robe on her body.

"Make no mistake about it, my dear," he answered her menacingly. "You are coming with me. But I'm not waiting until I get you back in my berth to have you again."

Knockout shoved her onto the bed as he kicked the robe out of the way. In a flash of light his clothing was gone. He climbed on top of the struggling woman and pinned her arms over her head with one hand, while the other crushed down on her hip. She winced and cried out in pain but kept fighting.

"Tsk, tsk. Why are you being so difficult about this? You know you-"

Suddenly the man bolted up from on top of her, a look a terror on his face, before disappearing. Kerri heard a crash outside and jumped from the bed to look out of the window. She gasped when she saw Ultra Magnus haul the red Aston Martin into the air before ripping the door off. She heard Knockout yell in pain before transforming into his robot form. Magnus hoisted the Decepticon higher into the air with a snarl before slamming his body into the concrete.

Kerri threw on her clothes and raced out of the apartment barefoot, not feeling the jagged rocks in the courtyard slicing her feet as she ran towards Magnus.

She reached the enraged Commander right as he leveled his weapon at Knockout's head.

"Lights out, you sick bastard," he growled as the gun began to fire up. But just as he was ready to deliver the fatal shot, the groundbridge opened, and Prime jumped out into the parking lot. He put his arms around Magnus and pulled him away from Knockout.

"Not here, Magnus," he commanded. He could already hear sirens in the distance. "We have to leave. Where's Kerri?"

"I'm here Optimus." She ran towards him as Prime struggled to pull Ultra Magnus back through the groundbridge. He scooped the woman up in his servo and ran into the swirling light as it closed behind them.


	18. Chapter 18

Ultra Magnus was furious beyond words. As the groundbridge close behind them, he turned to Optimus with a murderous glare in his eyes.

"What in the hell did you do?! Why did you stop me from blasting him to the Pits?!"

Optimus lowered his servo and Kerri hopped out of his hand and ran towards Magnus, but before she could reach him, Ratchet put his servo out and blocked her way.

"Let me go, Ratchet!", she yelled. "I have to stop this!"

"If you get in between them you're going to get killed!" As she continued to struggle, Ratchet scooped her up into his servo and out of the way.

Meanwhile the other Autobots stood in the common area with the children, all stunned by the exchange between Magnus and Prime.

"What in the world is going on?!" Arcee asked while staring wildly between Prime and Magnus.

"Take the children home," Optimus said calmly, never taking his eyes off of the Commander. This was a delicate and dangerous situation, and he didn't need the others becoming involved in what needed to happen between himself and his officer.

"Now," he said more firmly.

Ratchet silently pinged the guardians to do as told. "But get back here as fast as you can," he commed.

The Autobots hesitantly did as ordered. They transformed, ordered the children inside, and drove into the tunnel.

Optimus and Ultra Magnus continued to stare each other down. While Prime stood calmly, arms at his sides, Magnus was crouched, servo balled into fists.

"Why did you stop me from obliterating that Decepticon garbage?", Magnus snarled.

"You were going to discharge your weapon in a populated area. Knockout could have returned fire, other Decepticons could have arrived. It wasn't a secure location. Our primary duty is to protect humans, not put them in harms way."

"It seems like you're interested in protecting every human except her!", Magnus roared as he gestured towards Kerri. "How many times are we going to let her down, Prime?! Knockout is clearly obsessed with her if he was willing to take such a chance to get her back! I could have ended it!"

Optimus still remained calm on the outside, but Ratchet could see in his optics that he was pissed. Ultra Magnus was the one soldier that he could count on to follow his orders, and now he was defiantly questioning them.

"Primus," he said. "The others better get back here soon." He knew that if these two behemoths went at each other there would be nothing he could do to stop it.

"Commander, you are not yourself," Prime said quietly. "You, out of everyone, knows better than to behave in such an undisciplined manner. You are remanded to your quarters until further notice."

Magnus came out of his crouched stance and squared up shoulder to shoulder with Optimus Prime. His servos were still balled, but he made no other moments towards his leader. Instead, he stared Optimus in the optic for several moments, not saying a word.

"I will be in my ship," he finally said between clenched teeth. He pushed past Optimus and strode out of the base.

They all stood in silence until Ultra Magnus was out of sight. It was only broken when Kerri began to move in Rachet's servo.

"Please let me down," she asked the doctor, eyes burning into Optimus. Ratchet opened his servo and the woman slid from it onto the floor. Still staring at Prime, she ran out of the base behind Magnus.

When she was out of sight, Ratchet turned his attention toward Optimus.

"Are you ok?", he asked.

"I am. But this situation is unsettling."

"I would say so," sighed the doctor. "He's in love with her, you know."

"I have surmised that. But his emotions are interfering with his responsibilities. And I cannot allow that to continue."


	19. Chapter 20

A/N Anxiety is making for a restless nights so here's another short chapter. Thanks to all who are enjoying my story.

Kerri made it to Ultra Magnus' ship.

"Commander, may I enter?" No response. She climbed aboard and made her way to the cockpit. Magnus was seated at the helm, staring out at nothing through the cockpit window. He didn't acknowledge Kerri's presence, even as she struggled to make her way onto the console in front of him.

She said and looked up at Ultra Magnus.

"I'm sorry, sir. What happened between you and Optimus was my fault."

Magnus sighed. "No, it is mine. Optimus is right. My behavior has been unacceptable. I have allowed my emotions to cloud my judgement. But I am correcting that right now."

He still refused to look down at the human seated on the console in front of him.

"My therapy is almost complete, and what remains can be administered by Ratchet. Under the circumstances, I believe that it is in the best interests of the Autobots that we limit our contact with one another. We will need to interact on occasion, but it will be on a professional basis only."

Kerri jaw hung open as she start at Magnus in shock.

"Are you serious? This is what you want?"

"I believe, under the circumstances, that it is best."

Magnus could have slapped her in the face and it wouldn't have stung anymore than his words. Kerri climbed down from the console and walked to the ship's exit. She stopped at the exit and looked at Magnus.

"Ok, Commander. That is exactly what you will get."


	20. Chapter 21

Kerri was sitting in medbay with Optimus, Ratchet, and Agent Fowler. Fowler had found out about the incident between Ultra Magnus and Knockout and, needless to say, was livid. When Optimus told him _everything_ , he was beyond livid. He sat, too angry to even speak.

Fowler stared at the young woman seated across from him. His jaw was clenched and his fingers were gripping the edge of the chair. Kerri sat across from him, not knowing what to say.

Fowler finally tore his gaze from the woman and turned to Optimus Prime.

"Why did you think it was a good idea to keep this from me, Prime?", he asked quietly. He was working very hard to keep his anger under control, but his blood was boiling.

"In retrospect, Agent Fowler, I realize that it was not a good idea. We did not know the truth until a few days ago. I asked Kerri if she wanted help, other than what we could offer her, and she assured me that she was fine."

Fowler was actually shaking now. He stood up and walked over to Prime.

"Does she look fine now, Optimus?", he asked, gesturing towards the woman.

"She's a human being, Prime, not a goddamn robot! She was raped by an alien species aboard an alien spaceship! And you think she's fucking fine?!"

Fowler turned his back to Optimus and strode over to the woman. "You're coming with me, soldier. I'm taking you back to the base."

"Agent Fowler," began Optimus, "I don't think that's a good idea."

Fowler spun around to face Prime again.

"Yeah? Well, I'm not inclined to give a damn what you think anymore."

"Nevertheless," Prime continued, "Kerri is safest here. Knockout will not stop until he has possession of her again, and if he comes for her at your military base, you will not be able to protect her."

"She…was…raped. By one of your kind."

"Now hold on a minute, Fowler," Ratchet interjected. "Knockout is-,"he said, before Prime silenced him.

"Knockout is a Decepticon, Agent Fowler," Prime said. "No Autobot has attempted to harm her or any human."

"You haven't exactly helped her either!"

"That's enough!", Ratchet shouted, and slammed her servo on the table."Ultra Magnus saved her from Knockout. t! If it weren't for him, she would be aboard the Nemesis right now! Yes, he let his anger get the best of him, but he cares about her and will do anything to protect her! We all will, and do!"

Fowler, Optimus, and Ratchet stood glaring at one another. They had momentarily forgotten about the young woman who was at the center of the storm. Kerri cleared her throat to get everyone's attention before looking up at Agent Fowler.

"With all due respect sir, I think Optimus is right. I would be safest here."

"You don't know what you're-"

"Please, sir, let me finish. He's right. Knockout isn't going to stop. If he comes into the base to get me, he isn't going to care whom he hurts or kills to do it. I can't put anybody else at risk. I lost my unit already, and I don't want to be responsible for anyone else's death."

She looked down at the floor, sadness taking over as she continued.

"This isn't their fault sir. This isn't anybody's fault except Knockout. We're at war, and horrible things happen in war. I owe the Autobots my life several times over. Wheeljack saved me from the Nemesis, Ratchet saved me from energon poisoning, and Magnus…saved me from Knockout."

"I'm Ratchet's assistant now. I belong here, and I want to stay."

Several moments past before Agent Fowler spoke again.

"I'll let you stay. I think you've earned the right to decide. But there will be conditions." he said, turning back to Optimus. "First, this is her permanent home. Find room for her. Second, she will be assigned a guardian at all times."

"Ratchet will be her guardian, Agent Fowler," replied Prime.

"I'm honored," said Ratchet, smiling down at the woman.

"Lastly," said Fowler as he walked towards Kerri. "Please accept my apology for what happened. You have served honorably. If you ever need anything, don't hesitate to call me. You are, after all, one of my soldiers," he said, before saluting Kerri, the woman standing and returning the salute.

"Thank you sir. For everything," she said.

Fowler turned back to Prime.

"Don't ever make me regret this, Optimus," he said, before climbing into his car and leaving the silo.

As soon as Fowler turned the bend and disappeared into the tunnel, Ratchet turned to Kerri, smiling, and put out his servo.

"Alright, little lady. How about we go find you some space? There is a nice sized room next to mine. It's out of the way, and Miko won't bother you. Trust me."

Before they could head down the corridor, Ultra Magnus pulled into the base and transformed. He stood and looked at Optimus, Ratchet, and then the woman.

Kerri felt her heart drop. She climbed into the doctor's servo and turned her back to Magnus.

"Yes, please," she said sadly. "Let's go look at it."

Ratchet headed into the darkness of the corridor, and Prime turned to look at Ultra Magnus.

"How was patrol, Commander?" he asked. This was the first time the two had spoken since Optimus allowed him back into the field.

"Nothing out of the ordinary, sir."

"Very good," replied Optimus before walking over to the huge monitors mounted on the wall.

"Sir, I saw Agent Fowler leaving the base. I suppose you discussed the…situation with him?"

Prime turned back to the Commander. "It was discussed, and resolved. Kerri will be permanently assigned to the base as Ratchet's assistant, and he in turn, will be her guardian."

He stared at Magnus as an uncomfortable silence fell between them. Looking for any change in Magnus' expression and seeing none, Prime turned back to the monitors.

"Was there anything else, Commander?"

"Yes, sir," Magnus began hesitantly. "I would like to apologize for my behavior. I…I had no right to speak to my commanding officer so disrespectfully. I had no right to question your orders, and I can guarantee that I will never disappoint you again."

Optimus sighed and walked over to his second-in-command.

"I am the one who should be apologizing, friend. I encouraged the interaction between Kerri and yourself. I thought that it would be beneficial to both of you. And it was for a time. But, as often happens, feeling got involved."

"Feelings have no place in war, sir. I was foolish to indulge in them."

"It's not foolish, Commander. It's love."

If Magnus was capable of blushing he would have. Instead, he stared at the floor uncomfortably.

"You love her," Optimus continued. "At I suspect she feels the same way about you. Yes, we are involved in a war. Yes, she is of an alien race. Both difficult to overcome. But I also know that she changed the Ultra Magnus that I know. And she changed you for the better. You made her feel safe, and she made you feel…happy. And I have no right to stand in the way of your happiness."

Magnus said nothing, so Prime continued.

"I possess the Matrix of Leadership, and so my responsibility to that takes all precedence. It is a choice that I made. You, old friend, made no such choice. We have been fighting a war for millions of years, and any day could be our last."

"I have a responsibility to the Autobots, sir."

"Yes. But you also have a responsibility to yourself. And to Kerri. That night, when you sat watch at her bedside, you promised to always be there. She has lost a lot, Commander. I saw hope in her eyes when she was with you."

Optimus turned and headed down the corridor towards his room. He hesitated, but didn't turn back towards the Commander.

"I can't tell you what to do, Ultra Magnus. But I can tell you that once you lose something that means so much to you, all of the regret in the universe can't bring it back. I can attest to that."


	21. Chapter 22

Kerri spent the next few days getting settled into the Autobot base. Miko helped to give the room a "rad vibe", as she called it, which meant painting the room purple and black, and pasting the walls with posters of her favorite bands. The room was large, but sparsely furnished : a bed, nightstand, dresser, and desk were the only furniture, which suited the woman just fine. She had never been one for creature comforts.

Miko came to the base every day after school as usual, but now she spent the majority of time in Kerri's room, much to Ratchet's chagrin. "Now that you've let her down here, we'll never get rid of her," he lamented. "All I know is, I'd better not hear any of her so-called music through the walls."

Kerri herself didn't share Miko's musical or decorating taste, but she did appreciate having the girl around. Truthfully, it distracted her from the sadness she felt about Ultra Magnus. She did her best to keep busy, because anytime she stopped, her mind drifted to him, and her heart felt like someone was reaching into her chest and squeezing it. She was sad, so sad. Miko didn't notice, and Kerri was thankful for that. The girl would have asked a million questions, and the woman knew that she couldn't answer them without breaking down. As angry as she was at him, she missed her friend. They rarely crossed paths ever since Ratchet had cleared him for full duty, and when they did it was painfully uncomfortable. So they avoided each other. During the day, she spent all of time with Ratchet in medbay, and her evenings were spent in her room, studying Cybertronian medical data. She had told Ratchet about the last conversation between herself and Ultra Magnus, but he had wisely not taken sides. He merely attempted to be a good listener. He figured that Magnus had been bending Prime's audials about it, so it was his responsibility to be her sounding board. And he was accepting of that role for several days.

The change came one day when Kerri and Ratchet were pouring over data pads in medbay. They had begun to log Magnus' medical logs from his servo injury and surgery.

"Ultra Magnus has healed well. Your therapy definitely speeded up the process," said the doctor.

"I'm glad I could help, Ratchet." she said quietly. "The others need him out there."

Ratchet stopped working and looked at the woman. "He still hasn't spoken to you?", he asked.

"We avoid each other, Ratchet. He doesn't want anything to do with me."

"Give him time. He'll come around. This is all new to him: Earth, the new team, his injury. It's all been a shock to him."

"That's no reason to just throw away a friend like garbage," she answered bitterly. "I've been through a lot too, Ratchet. We all have."

"That's true. But Magnus is dealing with something that he's never had to deal with. Love."

Keri looked up at the doctor, not quite understanding what he was saying.

"He loves you, and he feels that it's interfering with his responsibilities."

"Is that what you think? That caring about me is a bad thing?"

"I didn't say that..."

"And Optimus?"

"Hmmmm. Optimus was happy that you were making Magnus feel welcome here. But I don't think he expected the big guy to fall so hard. But, as I pointed out to him….he was in love once. And he regretted losing that love."

"You said that to him?!"

"You made Magnus happy. It reminded me of Optimus when he had Elita. And while I don't see the appeal, it is nice to see my friends happy. All of you," he said, looking at Kerri. "Besides, you love him too."

"Thanks, Ratchet," she smiled a little, resting her hand on his servo.

"Yip, yip, yip," he said dismissively. "Anyhow, I believe Optimus has…rethought the situation, to a degree. He did let Magnus back on patrol already."

"Well, I appreciate the effort. But I don't see Magnus coming back,"she said sadly. "He's made his choice. And it wasn't me."

"If that's the case my dear, then he truly is a fool."


	22. Chapter 23

Life carried on at Autobot headquarters. The Decepticons had been relatively quiet lately, and while that made everybody wary, they were enjoying the break from fighting. Most days were spent on patrols, while occasionally raiding Decepticon mines for energon. Ratchet used this time to do routine checkups on the bots and making repairs as necessary. For Kerri, it meant the chance to practice more of what the manuals taught her. She was becoming increasingly proficient under Ratchet's watchful eye, and the Autobots welcomed her pleasant bedside manner as opposed to the doctor's grumpy demeanor.

"The touch of an angel" is how Smokescreen phrased it. He was laying on the berth while Kerri was patching a cable in the young bot's shoulder joint. He'd injured the shoulder in a rough and tumble wrestling match with Bumblebee, and Ratchet was none to pleased.

"Ratchet, don't your ever let this sweetspark go. I won't mind coming to the medbay as long as I get treatment from her."

"The next stupid thing that gets you brought into medbay will be handled by me and my wrench." Ratchet clanged said wretch off of the side of Smokescreen's helm for emphasis.

"You're all done, Smokes," Kerri said as she finished up her work and climbed down. "Good as new."

"All right, get out." Ratchet dismissed Smokescreen with the wave of his servo. "I don't want to see you back here."

"Anything you say, doc," the rookie answered as he winked down at Kerri, who gave him a smile. He climbed off of the table and strode out into the base.

Ratchet sighed. "That kid is going to knock a few million years off of my life."

"C'mon, Ratchet, he's a breath of fresh air."

"You've forgotten my dear, we don't need to breathe."

"No shit." She climbed up onto Ratchet's table and sat. "He's been a huge help, though. Especially when Ultra Magnus was down. He's young. He'll settle down."

"Hopefully before he-"

"Ratchet, groundbridge, now! The Commander is hurt," Prime's voice rumbled through the base.

Kerri's heart skipped a beat as Ratchet strode over to the controls and activated the bridge.

"Bridge open, Optimus." He turned to the woman. "Get ready," he told her.

Optimus walked through the groundbridge with his arm around Magnus' chest, supporting the bot.

"What happened?! I thought you two were just scouting an abandoned energon mine?"

"We were. Unfortunately, the mine collapsed. The Commander was buried under the rubble."

Optimus helped Magnus to the berth and sat him on the edge. "He doesn't think it's anything serious, but I'd rather you confirm."

"Of course. Kerri, your assistance please."

The woman began setting up machines as Ratchet laid Magnus down on the berth and began his examination. "I'm going to check that new servo first. Hopefully you didn't damage it."

"I'm fine doctor, I assure you. I've been buried under rubble before," Magnus began to protest.

"You may have been buried under rubble before, but you're not a young bot anymore. Pipe down and let us check."

Magnus fell silent as Ratchet and Kerri went about their work. The woman climbed into his palm and began checking the wires and cables as Ratchet examined the other injuries on his armor. He tried to ignore her as she went about her examination, but he kept stealing glances at her as she crawled across his servo. He was enjoying the sensation, but quickly pushed the thought away. For her part, Kerri seemed to be completely focused on her work, and was paying no attention to the Autobot whose servo she was kneeling in. Internally, she was immensely relieved that Magnus wasn't seriously injured. But she had no intention of letting him know that. She went about her task with focused precision, and it didn't take long for her to determine that his servo was undamaged.

After looking at the results himself, Ratchet was satisfied that Magnus would be fine. "But," he told Magnus as he sat up on the berth," I want you to scrub the plates between your armor. The dirt and shards of rock are going to wreak havoc on your joints."

"Ratchet, I don't need to-"

"That's an order, Commander," exclaimed the doctor. "And since you are not going to be able to reach everything yourself, especially your back struts, my assistant will assist you."

Kerri opened her mouth to protest and was immediately cut off by the doctor. "That's an order for you as well."

"Yes, sir," the woman said as she climbed from the berth and walked towards the wash racks. "I'll get everything ready."

Kerri was going to rip Ratchet a new one when this was over. She knew what the doctor was doing and she didn't appreciate it. Magnus had decided, and she was never the type to force her company on anyone who didn't want it. She had way too much pride for that. But orders were orders. She sighed as she loaded soap and a brush onto the platform and raised it. Hopefully she could reach every area without needing to climb onto the Autobot himself.

"I'm going to kill Ratchet," she muttered to herself as she felt heavy footsteps heading her way. With a deep breath, she activated the remote for the sprayer and hot water began to flow.

"Everything is ready, Commander, if you would just step under the stream." As far as she knew, Magnus had not used the wash rack since his arrival, and now it definitely showed. His frame was scratched and dented everywhere, and many of them appeared deep. She could only imagine what his joints looked and felt like.

"I want yo thank you for your assistance," Magnus began.

"Not necessary, sir. Giving sponge baths to 30 foot tall patients is part of my job. If you would just step in…"

Magnus walked into the water and stood still as it ran over his armor. He turned his back to Kerri as she applied soap to the brush and began cleaning. She started at his helm and worked her way down. As she reached his neck cable she pushed the brush in between the thick wires in an attempt to dislodge several large rock fragments. After she cleaned the area, Magnus craned his neck to let the steaming water wash away any remaining debris. Kerri made her way down Magnus' body, scrubbing the armor while picking debris from between the plates on his back and shoulders. Magnus himself was relishing the feeling of being fussed over. He rarely cleaned his armor so thoroughly, and he had definitely never had anyone else do it for him. He fought letting out a sigh as the hot water ran over his armor, and the brush and the woman's hands worked around his sensitive cables and joints. His fans kicked on, but if Kerri noticed, she didn't respond. Hell, maybe she didn't even know why the did, but he doubted that. For her part, the woman merely continued about her task, ignoring the obvious excitement that was growing inside the Commander. She commanded him to turn, and now as he faced her, he could that Kerri's clothing was soaked through, and Magnus couldn't help put notice how it now clung to her body, leaving nothing to the imagination. Her t-shirt was molded around her full breasts, which were rising and falling with the exertion that she was putting in order to clean every area. Often, she would lean in to remove debris by hand, and they would skim along his armor, causing his spark to skip a beat. Her jeans were like a second skin that hugged ever part of her lower body. It was all too much for the Commander. Magnus wanted to put her in his servo, to touch and caress every part of her. He wanted to do to her what she was doing to him. He wanted to make her squirm under his touch. But he knew that she wanted nothing to do with him. She was doing her job. The sensual caresses were too much for the Commander, however, and as the woman worked her way down towards his lower half, he decided that he needed to stop her ministrations.

"Em, " he started, "I believe that I can take it from here."

"The woman set down the brush and lowered the platform to the floor.

"Very well, sir," she responded as she began drying herself off.

"Kerri, I…I want to explain-"

"You don't owe me an explanation, sir," she responded as she began to walk out of the wash rack. "Have a good evening."

Magnus watched the woman walk away as he wrestled with his emotions. What had Optimus said to him about regrets? He had a duty to perform, but theses feelings were too much to ignore. He knew how he felt, but he needed to know if she felt the same way, of if he had lost her by being a fool. Magnus finished scrubbing his armor, turned off the water and dried himself hastily before exiting the wash rack and purposely heading down the dark corridor to the sleeping quarters.

Kerri climbed out of the shower and wrapped a towel around her body. She was physically exhausted. Emotionally she wasn't feeling too hot either. All she wanted now was sleep. She heard her door ping and she swore.

"Cmon, doc," she said as she headed towards the door. "I can finish the reports-".

She opened the door and fell silent. Standing in the doorway was Ultra Magnus. Before she could say a word, he walked into her room and closed the door behind him.


	23. Chapter 24

Ultra Magnus walked towards Kerri but then stopped. He knew what he wanted to say: that he loved her. But how? He couldn't just put it out there. What if she didn't feel the same way? And why in the hell would she? He had turned his back on her when she needed him the most. He could still remember the look on her face the last time that they had spoken aboard his ship. The pain and sadness that she had felt was burned into his processor. He had no right to ask for a second chance, but here he was, asking for one.

Kerri, for her part, did nothing but stand there in her towel looking up at him. Her face was expressionless and gave no hint of what she was feeling. Magnus realized that this was his one chance to make things right, or tear everything apart, permanently. He had fought fearlessly on the battlefield for millions of years, yet he had never been more afraid than in this moment.

"Is there something I can help you with, Commander?" she asked, finally breaking the silence.

"Kerri, I know that you don't want to speak to me. But please. Let me say my piece." He looked pleadingly at the woman, half expecting her to throw him out of the room. Instead, she closed her eyes and nodded yes, giving him her approval to continue.

"I want to apologize for what I said and did. It was incredibly selfish of me. I…I have never had anyone make me feel the way that you made me feel. You are the most amazing creature that I have ever known. You're brave, beautiful, intelligent, compassionate, and everything that I could hope to find. In fact," he said as he looked away, "I never hoped to find someone like you. I didn't think it was possible. I didn't think that I deserved someone so wonderful. I showed you who I claimed to be: a soldier, a fighter, who had no time or tolerance for anything other than my job. And you saw through it. You saw the mech that I wanted to be. You made me become that mech. And that scared me."

Magnus turned his blue optics back to the woman standing before him.

"I love you, Kerri. And I don't regret it. I only wish that I had told you the truth sooner, instead of turning you away. You have every reason to hate me right now. But I just want another chance to be your friend. Please…forgive me?"

Kerri stood before Magnus, tears beginning to form in the corners of her eyes. "Pick me up please," she asked, and Magnus lowered his servo for her to climb into his palm. He lifted her so that they were face to face.

She gently placed a hand on his cheek, caressing the smooth metal with her thumb. Magnus sighed and leaned into the touch.

"I love you too, Commander. And yes, I forgive you. But forgetting is going to take a little longer. It will be ok, but it's going to take some time for me. You promised me that you would be there. But you weren't.

"I know, and-", Magnus began.

"Shhh, my turn. I'm a big girl, Magnus. But this is scary to me too. We're fighting a war, you're an alien species. I've been through some seriously messed up stuff. You helped pull me through that. And then you abandoned me. That hurt more than you will ever know."

The Autobot averted his eyes from the woman. Her rejection stung and he deserved to hear every word that she was saying. But he just wanted to leave the room. This was hurting his spark.

"Look at me, soldier," she commanded. Magnus forced himself to raise his optics to her face once again. With a small smile, she said, "You and I are going to be fine. I'm just not ready to trust again. Not yet. Is that ok?"

It wasn't ok to Magnus, but he knew it was the only choice that he had. He was going to have to wait for her to come to him. When she was ready. But she had forgiven him, and in his spark, he knew that was true. And that would have to be enough for now.

Magnus looked at her with a smile. "That will be fine. You know where to find me."

Kerri put both of her hands on his cheeks and gave him a kiss on the lips, and Magnus had never tasted anything sweeter. He reached his free servo out and untied her ponytail, allowing her hair to flow freely. "You are so beautiful, my friend."

"Thank you, Commander. You're not too bad yourself," she answered.

Magnus dropped his servo and the woman stepped back on the concrete floor. "You should probably recharge Commander. You've had a rough day."

"As did you, my friend. I will see you tomorrow," he smiled, as he headed for the door.

"You will, Ultra Magnus. Good night."

* * *

A/N Ok, so I debated whether or not I should have something happen between them this chapter. But I thought that if I were in Kerri's shoes, I wouldn't forgive so easily. Magnus really hurt her, and while she still loves him, she isn't the type to just fall back into some guy's arms. Even a stud like Magnus. Lol. Anyhow, it will happen soon. I'm also gonna try to include a few more action scenes, and definitely more deranged Knockout. He's nuttier than a fruitcake, and I wanna explore that. And oh yeah, I didn't forget about Wheeljack. He'll be back around. Thanks for reading


	24. Chapter 25

Knockout was glitched. Of that, Soundwave was certain. _How did I not notice it before_? He had offered to assist the doctor because he liked the mech, and now he was regretting that. Not only had Knockout failed to retrieve the woman at the center of his obsession, but he had suffered a decent drubbing at the hands of Ultra Magnus in the process. _How difficult is it to kidnap a human_? The mech had returned empty-handed, missing a door, and generally battered from head to peds. And for the cherry on top, Megatron was already back aboard the Nemesis when Knockout returned. Soundwave didn't hesitate to tell Megatron everything ( _I had no choice_ ), and Megatron did not take it well.

Soundwave stood behind his master, trying to remain out of Megatron's sight, but it barely mattered. The warlord's fiery gaze was focused solely on Knockout. He paced slow circles around the medic, who stood on the bridge holding a servo protectively over his damaged limb. Knockout, Soundwave noticed, didn't even really appear to be paying any attention at all. He was looking at his damaged appendage, wondering how he was going to repair it without an assistant. "Dammit," he groused to no one in particular. "I'll have to ask Starscream to help. That's going to cost me."

Megatron had stopped his pacing and now stood in front of the doctor, mouth agape in surprise. _He' s staring at Knockout like he has bugs crawling out of his audial receptors_ , thought Soundwave. The entire scene was absurd to the silent mech. Megatron is going to tear his spark out right here, and Knockout couldn't care less.

Megatron gathered his wits about him again and brought his face to within inches of the doctor's.

"What is the matter with you, Knockout?", he asked, his voice a low growl. "Not only did you leave the ship, despite my orders, but you involved Soundwave in your ruse. All to gain possession of one human female. And you didn't even manage to do that. All you did manage to do was get your aft handed to you by Ultra Magnus. What is your explanation?"

Knockout continued to fiddle with his damaged arm. Without looking up at Megatron, he answered, "She was mine. Wheeljack took her from me. I wanted her back." That was it. No stuttering apology. No begging for forgiveness. _No fear._ Just a matter of fact answer.

In a flash, Megatron had one clawed hand around Knockout's neck, lifting him up off of the bridge deck.

Knockout struggled against Megatron's grip while wheezing out one sentence: "You _did_ ask me for an explanation, my liege."

A Vehicon at the helm of the Nemesis emitted a short burst of laughter only to be silenced by Megatron's steely gaze. He couldn't believe what he was hearing. It was just a matter of time before he was going to be cleaning up spilled energon and body parts from the floor.

The Vehicon turned his attention back to the monitor, and Megatron refocused on Knockout.

"I should tear your spark out for this," he spoke, slowly and deliberately. "Luckily for you, we have no other medical personnel on board this ship. That, dear doctor, is the only thing that is saving you right now. Starscream will meet you in med bay to help you with the repairs to your door. After that, you will return to your quarters and stay there unless _I_ summon you. Do you understand me Knockout?"

"Yes, my liege," the doctor managed to say before being unceremoniously flung across the floor by Megatron. He picked himself up and stumbled down the corridor, still cradling his arm.

Megatron watching him leave before turning his attention to Soundwave. But instead of fury in his gaze, Soundwave saw disbelief.

"I'm afraid the doctor is losing his mind."

:I had noticed

"You noticed? Was that _before_ or _after_ you groundbridged him to the surface?"

:Only when he was standing here in front of you, my lord. He seems to be losing his grip on reality.

"Yes," mused Megatron, "he does. I want him under constant surveillance. I want to know every move that he makes. Are we clear, Soundwave?"

:Yes, my lord.

"Good," he said. Megatron headed off of the bridge, hands behind his back, head hung low in thought. Before walking out of sight he stopped.

"Soundwave…your loyal servitude to this point has not gone unnoticed. But do not ever betray me again."

* * *

A/N Ok, I'm infatuated with the thought of a batshit crazy Knockout. It's the only explanation for why he would chase this one woman, when he could literally snatch up another one at any time. And I think it's kinda funny.

Thanks for reading :)


	25. Chapter 26

"You did WHAT?!" Starscream sputtered out his words as his stood frozen, mid-repair, over Knockout.

"He asked me and I told him," said Knockout nonchalantly. "I really don't understand why everyone is making such a fuss. What's the big deal?"

"The big deal is that he didn't rip out your spark. It's all over the ship. I wouldn't have believed it myself if I hadn't seen the recording from Soundwave."

"Yes, Soundwave," grumbled the doctor. "He didn't hesitate to squeal to Megatron."

"You can't really be surprised by that," Starscream said as he returned to the repairs to Knockout's arm. "Our Master's loyal lapdog isn't going to risk his own neck for any of ours. Although, I did here that Megatron was more than a little pissed off at his spy."

Starscream did the last adjustments on Knockout's new door and the doctor sat up to take a look at his handiwork.

"Not too bad Starscream." He transformed twice to check the operation. "It's a bit tight, but it will loosen up. And it will definitely need buffed."

"Well, you can get a Vehicon for that. I have better things to do than attend to your vanity. It was enough that Megatron ordered me to assist you with repairs."

"You should be honored , Screamer," purred the doctor. "It's not like I let just any bot handle me."

"Whatever," Starscream said disgustedly, as he pulled a rag out and began cleaning his servos. "Anyhow, I hear that Megatron has confined you to medbay and your quarters. Looks like your little jaunts have definitely come to an end."

"Oh, ye of little faith," sang Knockout. "I still have every intention of getting my lovely Kerri back. She's mine. Nothing is going to change that."

Starscream's optics narrowed to slits as he looked at the doctor. Now he was curious. "Oh, really?" He said in a low voice, knowing full well of Soundwave's listening abilities. "And how, pray tell, do you expect to get her back? You can't be foolish enough to trust Soundwave again, can you?"

"I'm not crazy enough to do that, Screamer.

"But you _are_ crazy enough to continue with this?" Star scream mused. "You have a death wish doctor."

"She was almost broken," Knockout answered, his voice distant, lost in the memory. "She's meant to be broken, by me. She needs to crave me. Desire my touch. She was beginning to enjoy me. And then she was gone. My dear Kerri was gone."

Starscream could see all of the different emotions playing across Knockout's face: lust, obsession, anger. He couldn't wrap his processor around having any emotions for any human. He shuddered at the thought of it before tossing down the rag and heading for the door.

"You're off your rocker, Knockout. It's a very stupid idea. Coming from me, that should tell you something," he said as the medbay door closed behind him.

* * *

Kerri was starting to adjust to permanent life at the base. While she wasn't confined to Autobot headquarters, she really didn't have any reason to leave. She would be safe going out with her guardian. But Ratchet rarely left the base, and when he did, it was usually to assist the Autobots in battle, where it wasn't safe for any of the humans anyhow. Her mornings were spent studying under Ratchet, and her afternoons were spent cooking for the children, who returned to the base every day after school. She helped with homework, and often indulged in video games in the evening hours. Kerri actually found herself enjoying her time with the children. It brought a bit of normalcy to her life, and to theirs. The Autobots were understanding and gracious hosts, but couldn't tell Jack how to talk to a girl or help Raf explain to his mom that he wasn't a baby anymore. She would make dinner and they would sit and eat like a normal family, the kids talking excitedly about their days, and Kerri become the surrogate mother, doling out advice and recounting her own life experiences as a teenager.

Surprisingly, Miko seemed the most appreciative of her presence. Some evenings they would forgo sitting around the tv, and instead, go to Kerri's quarters, where they would listen to music, talk about boys, and do each other's hair. It was an experience that the woman had never really had, and she found herself enjoying it. Miko was intelligent, and had more depth to her than anyone realized.

This is how they were spending one evening, Miko sitting on the bed, hands splayed, while Kerri painted her fingernails.

"So, the girl started, "when's the last time you had a date?"

Kerri chuckled without looking up from her work, "I'm in a bit of dry spell at the moment. This atmosphere isn't exactly conducive to romance. I don't see Prince Charming strolling through anytime soon."

"Oh yeah? What about Captain Shoulderpads?"

"Ultra Magnus? What about him?"

"Cmon, its obvious he has the hots for you!"

Kerri kept her head down so Miko couldn't see the blush spreading across her cheeks. "Oh really?" she answers. "And how do you figure that?"

"I see how he looks at you. He watches you all of the time. Everybody knows something bad happened between you guys. But he still likes you. Do you like him?"

Kerri stopped painting Miko's nails and looked up at the girl, sighing. "Magnus and I are friends, but we had a little falling out. We'll be ok. Just figuring some stuff out."

Miko looked thoughtfully at the woman and shrugged. "That's too bad. He acted different when he was hanging around you. Like he didn't have board shoved up his aft. I dunno. I'm just a kid and all, but I think you guys should talk"

Kerri smiled at the girl before going back to painting her nails. "Maybe you're right, Miko."

It was a few hours later when Ratchet commed Kerri to advise her that it was time for the kids to go home. The woman walked Miko back to the common area, where they gathered her things as Ratchet opened the groundbridge. She kissed all three goodnight and they climbed into their respective guardians and disappeared. Kerri watched the light from the groundbridge dissipate before turning to Ratchet.

"Ratchet, is Ultra Magnus on patrol?"

"He is in his ship at the moment."

"Good. I need to talk to him."

"Well it's about time! What made you finally come to your senses?"

"Not what. Who. Miko."

"By the Allspark, now I've heard everything."

"Who woulda thunk it," Kerri laughed as she headed out of the base.

* * *

Kerri walked up to Magnus' ship and stood nervously outside before comming him.

"Excuse, Commander, are you busy? May I come aboard?"

Of course," replied Magnus.

Kerri climbed aboard the ship and made her way to the front, where Magnus was positioned in his usual spot at the console. He was running diagnostics and at the moment appeared to be replacing one of the displays on the board. Kerri stood off to the side, silently waiting for him to finish his task. It was minutes before he was satisfied with the repair. Setting his equipment aside, he looked down at the woman.

"Can you lift me up?" She asked, looking up at him.

Magnus lowered his servo and Kerri climbed into his palm. He wordlessly lifted the servo and deposited the woman on the console in front of him. He sat looking at her, still not saying a word.

Kerri took a deep breath and began talking.

"I miss you, Ultra Magnus. You hurt me, but I understand why you did what you did. You mean the world to me. I love you. And I don't want to regret not having you in my life."

She was beginning to tear up and dropped her head, not exactly sure what his response was going to be.

Magnus gently put a finger under her chin and lifted her head so that she could see his smile.

"You don't know how happy I am to hear you say that. I love you too, Kerri."

He placed his servo down for Kerri to walk back into his palm. He lifted her until she was eye level with him, where she reached out and kissed him on his lips. She ran her hands along his lips as her lips intently explored his parted lips, her tongue delving into his mouth. She hungrily explored as far as she could reach, wanting to taste every part of him. She heard Magnus' fans kick on, and that excited her even more. Her tongue fought his glossa for control while his fingers caressed her back, releasing gentle vibrations that increased her desire tenfold. They continued their kissing until Kerri had to come up for air. She pulled away from his mouth and looked up into his eyes, smiling.

"Wow," she exclaimed, trying to catch her breath.

"Agreed," the Commander's vocalized cracked. "Would you accompany me on a flight?"

"I would love to," she agreed, as he lifted her onto his shoulder. Kerri nuzzled into his neck as the Commander commed Ratchet and fired up his ship before lifting off into the night.

"The usual place?" asked Magnus.

"That would be perfect," Kerri responded. They flew in happy silence, smiles plastered on both faces.

The night sky was clear and bright as the hovered over the majestic mountain range that rose beneath them. Kerri had forgotten how beautiful the mountain snow glistened in the cold starry night.

"Is there any chance that we can land somewhere, Ultra Magnus?"

Magnus banked the ship to the right, heading towards a shelf that would support the ship. He set down on the snow and powered down before reaching his servo up for Kerri to climb in again.

"Would you like to go outside? I'll keep you warm."

"Absolutely," she smiled. Magnus lowered the ramp and walked out into the night. The cold air hit Kerri in the chest and she shuddered as her breath was snatched away. Magnus wrapped his warm servo around her body and she could instantly feel the warmth radiating from it. She stared in awe at the regal mountaintops surrounding her. She turned her face to look up at Ultra Magnus, who was affectionately smiling down at her.

"Thank for this, Magnus. I've never seen anything more beautiful in my life."

"I have. I'm looking at her right now, and I'm absolutely stunned."

Kerri looked down, blushing at the compliment. Magnus lifted her up to eye level. "Would you like to stay here tonight?"

"Outside? I afraid this human can't handle that."

"No," Magnus chuckled. "Inside the ship. There is a berth…if you're ok with that."

"I am," Kerri smiled at him.

They went back to the ship and Magnus showed Kerri the berth before he went for to set proximity sensors and comm Ratchet to tell him that they wouldn't be back tonight.

"Take care of her, Magnus," Ratchet responded. "Good night."

Magnus turned off the comm before heading back to the berth. Kerri had discarded her shoes and was sitting in the berth. Magnus sat on the edge and looked at the woman.

"How is this gonna work, Magnus? What's to stop you from rolling over and crushing me?"

"This." Kerri shielded her eyes from the bright flash of light that enveloped Magnus.

"Open your eyes, Kerri," Magnus said softly. Sitting in front of her was a much smaller version of Ultra Magnus, approximately 8 ½ feet tall. This version of him was just as impressive as the original.

"Wow, I didn't know that you did that."

"All Cybertronians are capable of displacement. I've never had a reason to use it…until now." He took Kerri's hands into his still massive servos and looked into her eyes.

"I've wanted to touch you like this for a long time. I want to know how it feels to hold your body against mine. I wanted to interface with you. I… know what you've been through, and there is no pressure. We can lay here and just enjoy each other's company."

Kerri answered by standing on the berth and slowly removing her clothing, stopping when she reached underwear. She knelt back down on the berth before crawling over to Magnus and putting her arms around his neck.

"I want the same thing, Magnus. I'm not afraid. I love and trust you," she said before pulling him into a kiss. Magnus responded in kind, gently slipping his glossa into her mouth as he laid her on the berth and crawled in beside her. He wanted to go slowly and gently, but he didn't know how long he could maintain his control. His servos roamed over her body, delighting in the softness and warmth of the woman beneath him. Kerri moaned as she leaned into his touch. She had never been touched this way by a man, and now here was an alien making her feel loved, treasured, and safe. The thought was overwhelming to her and she choked back a sob. Magnus stopped his movements and looked into her face with concern.

"Are you ok? Did I hurt you?"

"No, no," she whispered. "I'm just happy. You make me happy. These are tears of joy. I…I've just wanted something like this for so long…"

"I'm glad. I love you, and I want you to always be happy." Magnus stroked her face with his fingers before claiming her mouth again. His servos resumed their ministrations over the woman's body until her moans became too much, and he knew that he wouldn't last. Magnus gently removed the remainder of Kerri's clothing before climbing on top of her. He rested his weight on his forearms while using his legs to part hers. His interface panel clicked open and his pressurized spike emerged from behind the panel. Face hovering inches from hers, Magnus looked into Kerri's eyes.

"Are you sure? If not, tell me now."

"I'm sure. I love you, Magnus."

Slowly, Magnus inched his way into her warmth. It took every ounce of restraint for him to not hilt his spike, but he knew that he had to be gentle with her. Kerri moaned beneath him, her legs wrapping around his, pulling his spike into her body. He kissed and nipped at her neck while she threw her arms around his, her hands on his helm. She was breathing heavily, her chest rising up to meet his as he buried his head in her shoulder. With a last push, he was fully inside of her. He laid still, embracing the incredible feeling of being inside of this human woman that he loved. Slowly and gently he began thrusting into her. She moved her body to meet each thrust, and their moans became louder as their body rhythms began to synch. Magnus knew that he wouldn't last long, and he kissed Kerri's neck as he whispered in her ear.

"Overload with me. I want to feel you," he pleaded, pace increasing. Kerri was very close, and she knew that Magnus' overload would send her over the edge. She wrapped her legs around his massive hips, not letting him escape. He muscles clenched, squeezing his spike and his overload neared. It was too much for Magnus, and with a final growl and thrust he released inside of Kerri. The warm rush of transfusion coated her walls, and she could feel her muscles contract around Magnus' pulsing spike. Head thrown back, Kerri cried as her own orgasm ripped through her body.

They laid there not moving for several minutes. Kerri was sprawled across Magnus' chest, breathing heavily, trying to slow her racing heartbeat. Magnus' fans had kicked into overdrive, trying to cool his frame. Magnus finally broke the silence with one word: "Amazing."

Kerri smiled. "I agree wholeheartedly, Commander."

Ultra Magnus smiled while leaning his helm to kiss the top of Kerri's head. "You are amazing, woman."

"Not too bad yourself, soldier," she chuckled as she snuggled up into Magnus' neck. His arm was wrapped around protectively, fingers absentmindedly caressing her body. In the warm afterglow of love, both feel into recharge.

* * *

Kerri awoke to the morning sun shining brightly into the cabin of the ship. Magnus was no longer in the berth and she knew that they were once again in the air. She slowly got up and threw her clothes on before heading to the front of the ship. Magnus turned as her heard her moving about behind him.

"Good morning, Kerri," he said as he placed one servo near the floor. She climbed into it, and he lifted to to sit in his shoulder.

"Good morning, Commander," she smiled as she kissed him on the cheek. "Did you sleep well?"

"I don't think I've ever recharged better. You?"

"Good. I'm a little sore, not that I'm complaining," she chuckled slyly. Slept my ass off though."

"I'm sorry that you're sore. That wasn't my intention."

"I loved every minute of it, Magnus. Don't apologize." Kerri looked out of the cockpit window, squinting into the sunlight. "We're almost back to base already. I was hoping we would have time for another go around."

"Optimus commed me, said we were needed back at the base."

"I wonder what's going on?"

"He wouldn't tell me. Simply said we would see when we arrived. Which we have." Magnus set his ship down and powered off. They walked down the ramp and into the base. As Kerri and Ultra Magnus turned the corner they saw Ratchet in his usual place in front of the monitors.

"Morning, Ratchet. Where is everybody?" Kerri asked. "Optimus said we were needed-"

"Hiya, sweetspark," drawled Wheeljack, looking down at Kerri before turning his gaze to Ultra Magnus. "So what do we have here?"


	26. Chapter 27

"Wheeljack!", Kerri screamed and ran towards the Wrecker. Wheeljack broke his stare down with Ultra Magnus and reached down to let Kerri jump into his servo. He lifted her up and she threw her arms around him, burying her face in his neck.

"You're back!"she cried a muffled sob. "Thank God you're back! I missed you." Her body was shaking, sobs uncontrollable. He let her cry for a few minutes before speaking.

"Hey, c'mon, kid, it's ok. I'm here now." He gently lifted her from his neck. "Look at me, Kerri." The woman lifted her face to his, and Wheeljack used his thumb to wipe away her tears.

"I'm back…for good. Just like I promised, sweetspark. There's nothing out there for me. Everything that matters is right here," he smiled at her. Kerri smiled back at her friend, her hand stroking the familiar scar above his lip.

"Everybody's going to be so happy to have you back."

"Speak for yourself," mumbled Ratchet as he turned back to the monitors. Kerri shot him a dirty look before turning back to Wheeljack.

"You didn't find anybody else? No other Wreckers?"

"Nope. Not a soul." He looked sad.

"I'm sorry, Wheeljack. I know how much they mean to you."

"Yeah, well, at least I still have Bulkhead."

"And Ultra Magnus," she said, turning to smile at the Commander before looking back to Wheeljack. "So why didn't you let us know that you were on your way?"

"I wanted it to be a surprise," he said as he set Kerri down. Standing back up, his gaze went to Ultra Magnus, who was standing in the same spot, face expressionless. "But I guess I'm the one getting surprised."

Magnus walked towards the Wrecker, servo extended. "Welcome back, soldier," he said evenly, catching Wheeljack's servo in an unnecessarily firm grip. Wheeljack felt it but to his credit, didn't react. Instead, he turned the servo around in his own, inspecting the replacement.

"Ol' Doc did a great job."

"The doctor and Kerri," Magnus corrected him.

"I live with the Autobots full time now, and Ratchet made me his assistant," Kerri interjected happily. "He let me help with the surgery and I did almost all of the physical therapy. I learned a ton about Cybertronian tech. Reading about it on a data pad is one thing. Actually working on it is another. The Commander was very patient with me while I fumbled my way through it."

"You do excellent work, Kerri," Magnus smiled down at the woman.

"I'm guessing she's not the only one, sir," Wheeljack smirked at the mech.

Magnus was about to fire off his own smartass remark when Ratchet interrupted. "The day is about to get worse. The others are on their way back with the children." He turned and looked down at Kerri. "Playtime is over, young lady. You have reports to complete, or have you forgotten?"

"I know, Doc," she sighed. "But I'm getting a shower and some food in my stomach first." She turned and placed her hand on Ultra Magnus' ped. The huge Autobot knelt down as she smiled at him.

"Thank you for last night, Magnus. I had a wonderful time. I'm glad we're ok."

"As am I," he smiled.

Just then the groundbridge opened and the Autobots rolled in with there respective charges. Miko barely had time to jump out of Bulkhead before he transformed and lifted Wheeljack up into a bear hug. "Jackie! You made it back!"

"Yip, yip, yip!" shouted Ratchet. "Take the reunion elsewhere. You're going to break something horsing around over here." The whole gang made its way to the common area except Kerri, who headed to her quarters. Ratchet and Ultra Magnus watched her disappear down the dark corridor.

"You two have mended fences," Ratchet said matter-of-factly. "Even though you didn't ask, and you should have, she's immune to energon poisoning now."

"I asked her. She told me."

"Well, you still need to be careful. There are still many ways that you can hurt her."

"Doctor, I assure you, I have no intentions of hurting her. I made that mistake once." He looked at all of the commotion surrounding Wheeljack, and Ratchet could see the concern on his face.

"Worried about Wheeljack?" Ratchet asked gently. "Don't be. She loves him as a friend."

"Perhaps. But what are his feelings towards her? He didn't exactly looked pleased to see us together."

"And since when have you cared what Wheeljack thinks? Look, Magnus, I think it's nuts that she involved herself with any of you. But, if it was going to happen, you're the best choice. A damn sight better than Wheeljack, anyway. She chose you, even after you behaved like an ass. So thank Primus that she forgave you, and make her happy."

Magnus put his servo on Rachet's shoulder and chuckled. "Excellent advice, as always, Doctor."

"Ok, ok, great. Now that we have that settled, you need to do a patrol. Optimus is the only one out there right now. Hopefully this little shindig won't last long," he gestured towards the common area, " and I can throw the rest of them out of here."

"Duly noted, Doctor," Magnus said as he transformed and rolled out of the base.


	27. Chapter 28

Wheeljack was distracted, only half listening to and answering the questions being thrown at him. He watched Kerri walked down the corridor and disappear, his mind racing. _'What_ _in the hell is going on?_ _There's no way in hell shes fragging Ultra Magnus. That stiff aft couldn't possibly know what to do with a femme like her_.' His eyes went to Magnus, who was standing at the monitors speaking in low tones to Ratchet. The Commander laughed (Magnus _laughing_?) at something Ratchet said before transforming to vehicle mode and rumbling out of the base.

Wheeljack looked back down the hallway towards her room. He was going to get to the bottom of this now. Yeah, he had left, and yeah, she could be friends with anybody she wanted. But Magnus? That was something that she was gonna need to explain.

The others had begun to settle down (except Miko, who of course wanted to know every detail of his adventure). The kids, Bulkhead, Arcee, Bumblebee, and Smokescreen were going on a field trip (per Ratchet's request). Wheeljack would finally be able to speak with Kerri without prying ears and eyes. He made a break for it and was almost at the hallway when the loud rumble of a truck engine announced the arrival of Optimus Prime. Prime rolled into the base, immediately transformed, and strode towards the Wrecker, placing his servo on the mech's shoulder. "Welcome back, Wheeljack", he said in his most dignified Prime voice. "You have been sorely missed. Did you have any success on your quest?"

"No, sir, I can't say that I have," Wheeljack exhaled deeply. "Just a wild goose chase I suppose."

"There is always hope that others like yourself and Ultra Magnus will find Team Prime here on Earth. Kerri told me that you will be staying this time?"

"That's the plan, sir. We'll see how things work out," Wheeljack answered. His attention was drawn to the corridor as Kerri exited her quarters and headed towards the two bots. She ran her hand over his ped and gave the them both a smile on her way to the kitchen. She rummaged through the fridge, and finding nothing else suitable, settled on a slice of cold pizza and headed to medbay. She hopped up on the table next to Ratchet.

"Ok, Doc, I'm ready. What've got for me?"

He watched disgustedly as she ripped off big pieces of pepperoni pizza and wolfed them down. "You're going to clog up your gears eating that garbage."

"I don't have gears."

"You're going to get fat."

"That's rude, Ratchet. Don't ever talk about a woman's weight. You've been on Earth long enough to know better. How would like it if I talked about how old you are? Or how you never get laid?"

"How I never get _what?_!"

"Look it up, old man," she laughed, finishing up the last bite of pizza. "Alright, I'm ready to work."

"Finally," the medic mumbled sarcastically. "The first thing I need you to do is finish those reports. Then I have some much-needed repairs on equipment that require small servos."

"Hands."

Ratchet ignored her comment. "Thankfully there's been a lull in Decepticon activity and no bot has gotten hurt since Magnus, except that glitch Smokescreen. I haven't had a need for most of it since then, but it's a matter of time."

"Yeah, they've been laying low. Must be up to something big," Kerri figured. "Anyhow, you've got me all day. I'm at your disposal, Doc."

Ratchet looked at her with an amused optic. "How long do you think he's going to let you avoid him?"

"Who?"

"Oh please! Who do you think?"

Kerri look over at Wheeljack. He was still talking to Optimus, but kept sneaking glances in her direction. He obviously had lots of questions, and she wasn't ready to answer him.

"I don't know, Ratchet," she sighed. "I hate letting shit hang, but it's gonna turn into an argument with him. And I don't want to fight."

"I don't get why he cares," Ratchet sniffed, "unless he got laid before he left."

Kerri's jaw hung open in disbelief for a few seconds before Ratchet took his finger and gently closed it.

"That was fucked up, Doc," she said, staring up at the old medic.

"Yep. But it was funny."


	28. Chapter 29

Before I start the next chapter, I want to address a question about how Kerri seemed to recover from the psychological trauma of rape so quickly. I don't want anyone to think that I take the subject lightly. I had a situation happened to me 12 years ago that, while it didn't escalate to rape, it was labeled assault. It was traumatizing to say the least. I was diagnosed with PTSD. I shut down, I couldn't leave my house, I couldn't function. It took me over a year to begin to feel like myself again. But I bounced back.

My goal with my character was to show her as strong and resilient. She's a soldier and has seen horrible things happen in this war with the Decepticons. Not to say that she still isn't dealing with the trauma. She is, every day. But she's surrounded by people who love and care about her. She's fighting back from it and choosing to not let it define the rest of her life. I just want people to understand that.

Anyhoo, working on the next chapter, figuring about how I'm going to wrap this up pretty soon. Thank you all for the awesome support! This was my first fanfic, but it certainly won't be the last, although I'm pretty sure the next one will probably be light-natured. The angst in this one is killing me! Lol


	29. Chapter 30

Wheeljack decided to join the other bots on their field trip and Prime went back on patrol, leaving Ratchet and Kerri to work at the base in silence. They settled down into their usual routine: Kerri finished entering her reports while the doctor worked on repairing equipment, after which she helped him fix the smaller things that were easier for human hands to handle. Ratchet like having the woman as his assistant. She saw no need for idle chitchat, and once she got into her work, focused on whatever task was in front of her. She had been a fast learner and proved invaluable to the medic now. He was seated at his table finishing his paperwork while watching her like a proud father as she dove into one task after another. ' _She's been through so much, and she's overcome all of it,'_ he thought. _'Her experience with Knockout could have rightfully made her hate and fear all Cybertronians, and instead she works side by side with us every day. A remarkable woman.'_

"Remarkable…," he said again, this time aloud.

Kerri looked up at at him quizzically. "What's remarkable, Ratchet?"

"You, my dear, are remarkable," he answered sincerely. "If you ever tell anybody I said this, I'll squash you like a bug. But…if I'd ever had a sparkling, I would have wanted her to be just like you."

Kerri stood up and walked over to Ratchet, tears starting to form in her eyes. She reached her hands up towards his face, and he leaned forward to meet her touch. "You guys are the best thing that's ever happened to me. The Autobots took me in, gave me a home and a family. All of you, even the kids, helped me through the hardest time in my life."

"Well, I don't know how Miko-," started Ratchet.

"Even Miko," Kerri smiled. "But you, sir, more than anybody. I would have been honored to have a dad like you. You're pretty damn remarkable yourself."

Kerri gave Ratchet a soft kiss on the lips before he straightened up with a smile and said,"Alright, enough with the mushy stuff. Back to work, young lady."

* * *

It was late afternoon before Ultra Magnus returned to the base. Ratchet and Kerri were cleaning up medbay when the the semi came rolling in through tunnel before transforming and walking over to them.

"Kerri, Doctor," he said, nodding his head at both. "The others aren't back yet?"

"They were taking the children home before hearing back to base, and Optimus, as you know, won't be back for hours," answered Ratchet. "I take it that you didn't run into any problems?"

"No problems, Doctor. The Decepticons are still keeping quiet," he replied before turning his attention to Ratchet's assistant. "I was going to my ship. Would you care to join me?"

Kerri looked over at Ratchet, who waved his hand at her. "Go ahead. I'll finish up here."

"Thanks, doc," she said and she hopped off of the table and into Magnus' waiting servo.

"How was your day?" he asked as he walked to his ship.

"Good. We got a lot of stuff fixed and reports written. I've been neglecting my duties as assistant. Thankfully Ratchet is an understanding bot."

"Ratchet, understanding? You've never had him throw a wrench at you apparently," he chuckled. "He has a lot of respect for you. I can tell."

"Not as much as I have for him." They walked out of the base and were greeted by a glorious fiery sunset that bathed them in a warm red glow. "Wow," Kerri said in amazement. "Beautiful, isn't it?"

"Yes, it is," answered Magnus. "Made only more beautiful by your presence."

"Smooth, sir. Very smooth."

They climbed into the cockpit of the ship. Kerri stayed seated in Magnus' palm, neither one saying anything as the watched the sun set over the distant mountains. Magnus was running his thumb along her back as Kerri caressed his palm. They were excited to be alone in each other's presence again, and Kerri was excited to hear Magnus' fans kick on.

"Will you stay with me again tonight?" Magnus ask the woman, excitement present in his voice.

"I would love to, Commander. Shall we go?" She was carried to and gently placed on the berth, followed by the now smaller Magnus. The mech laid down beside her, pulling her into his arms as he did. It felt so natural, so perfect to both of them.

"It's a good thing that Decepticon activities are at a lull," Magnus said, stroking the woman's hair. "I'm finding it difficult to focus on anything but you."

"Don't go getting yourself into trouble out there. Duty comes first. But, it is nice to know that you think about me."

Magnus rolled Kerri onto her back as he raised himself above her, holding his massive body with his forearms. "What have you done to me woman?" he asked her.

"I seduced you," she smiled teasingly, arms around his neck. "And I plan to do it again."

"Like you have a choice," he answered, as his mouth claimed hers.

* * *

Magnus laid back on the berth, fans running at a furious pace in an attempt to cool down the mech. Kerri was drenched in sweat, her heart pounding in her chest.

"Are you ok?" Magnus asked when he finally brought his optics online again. "Did I hurt you?

"I'm gonna feel it later. But I'm good. Did I hurt you?

"Nothing a little energon won't fix," he smiled. "Can I ask you a question?"

"Of course," she answered.

"Did you speak to Wheeljack?"

"No…not really. I kind of avoided him today."

"Hmmm. I'm sure that isn't sitting well with him."

"Ratchet said the same thing. I just don't want to fight with Wheeljack. He's my friend."

"Then he should be happy for you. Unless, of course, his interest is more than friendship. Do you love him?"

"Of course. But I'm in love with you."

He turned to face her again, a smile on his lips. "You'd better be, because there's no way in hell you're getting rid of me now."

"Mmmm, I love it when you talk tough. Ready to walk the walk again?"

"Forget feeling it later. You're going to feel it now."

* * *

The Autobots returned to base, worn out after a day of exploring with the kids. All of them, save Wheeljack, muttered a good night before heading for recharge. The Wrecker, not seeing Kerri, walked over to Ratchet, who was still at his station.

"Is Kerri around?"

"She's with Ultra Magnus," Ratchet answered, not looking up from his work.

Wheeljack winced at Ratchet's answer. "Let me ask you a question, Doc. What does she see in a pain like Magnus?"

Ratchet set his tools in his table before turning to face the mech. "Let me ask you a question, Wheeljack: Why, exactly do you care?"

"I don't know, Doc," Wheeljack sighed. "I-I thought we had something special."

"You do. What she has with Magnus is different. You need to accept that."

Guess I don't have a choice, huh?"

"Nope. Magnus is a stud. You're a glitch."

"You've become even more of an aft, Doc."

Don't call me Doc."


	30. Chapter 31

Kerri awoke with a start. For a moment she panicked, not knowing where she was. She sat up quickly, and then realized that she was in her room. "I was on Magnus' ship. How did I get back here?"

She tossed on a pair of sweats and a t-shirt before heading out into the base. She was greeted by Optimus, Ratchet, and Wheeljack, standing at the monitors near the base entrance. All three turned as she made her way towards them while still rubbing the sleep from her eyes.

"Good morning, Kerri," Prime spoke cheerfully. "Did you sleep well?"

"Morning, Optimus. I'm not sure. What time is it?"

"0900," answered Ratchet. "You missed breakfast."

"Not hungry anyhow. Where's Ultra Magnus?"

"He went on patrol after carrying you back to your room this morning," answered Wheeljack. He wasn't trying to hide the distaste in his voice.

"Yes, well, I have a meeting with Agent Fowler and his superiors. I should be back shortly," Optimus said to Ratchet, who shot him a "don't-you-dare-leave-me-here-in-this-awkward-mess" look.

Prime ignored the look, instead transforming and motoring out of the base.

Then there were two. Ratchet and Wheeljack stood staring down at the woman, who looked like she would rather be anywhere but there.

"Well, Doc, let me get cleaned up and-"

"Actually, kid," started Wheeljack, "I was hoping we could spend a little time together. I've barely seen you since I got back. We have a lot of catching up to do." His was challenging her and she knew it. _'I'm not ready for this yet_ ,' she thought.

"I would love to, Wheeljack, but Rat-"

"Doesn't need you today," Ratchet interrupted, waving his hand dismissively. "Go have fun with your friend. I'll see you later," he smirked at her before turning his back to both of them and strolling into the medbay. Damn him.

And then there was one. Kerri turned back to Wheeljack and smiled awkwardly. "Well then, I guess I'm free. Um, let me get a quick shower and I'll be ready."

"Need any help?"

"I'm good, Wheeljack," she laughed uncomfortably. "Be right back."

Kerri made it back to her quarters before slumping against the wall as the door closed behind her. Wheeljack wasn't going to let her off the hook. He was going to probe, ponder, and question everything that had happened in his absence. _His absence._ He had left _her._ Not the other way around. Well, she wasn't going to back down from this. She loved Ultra Magnus. It was as simple as that, and Wheeljack was just going to accept it.

Ultra Magnus. What was he going to think? The big guy was logical, and knew that the conversation between Jackie and herself needed to happen. "Right then," Kerri mumbled. "Let's do this." She got the shower steaming hot before climbing in. It took her back to the night when Wheeljack left. The apprehension was there again, but this time for a different reason. He came back. For her. But things had changed. She was no longer that sad, lost, lonely soul that he had left behind. She had blossomed into that confident woman that she was before Knockout. She was a friend, a comrade, a lover, who had been accepted into this strange fold by the Autobots, by the children. By Ultra Magnus.

She stepped out of the shower and pulled on a pair of jeans, t-shirt, and tennis shoes before walking out into the corridor and into Wheeljack, who was leaning against the wall outside of her door.

"Bout time. I was about to come in there and get you, babe."

"No need, Jackie. I wasn't going to run away."

"You never know, now do you?" he drawled.

 _And so it begins_. "So what do you wanna do today, Wheeljack?"

"Figured we could go for a drive. I've been flying for a while now. Nice to get some my wheels on the ground. You need to let Magnus know? He might worry."

 _Sigh_. "Ultra Magnus is on patrol. He won't be back for a while."

"That wasn't the question, sweetspark."

"Look, Wheeljack," Kerri answered hotly, "I'm involved with Magnus. I don't belong to him. I'm a grown woman and I do what I want. So do you want to go or not?"

Wheeljack chuckled as he bowed and waved his hand in her direction. "Let's hit the road, boss lady."

* * *

The two rode in silence, save the classic rock that Wheeljack was playing low in his speakers. Kerri expected him to dive right into all of the questions that she knew were running through his mind, but Wheeljack stayed silent. _'Ok. He wants me to be uncomfortable. But I'm not playing this game. Just remember, he left you.'_

"So, where all did your travels take you, Jackie?" she asked.

"Places you've never heard of and never will. Made a couple new friends. You might meet them some day."

"Sounds interesting. I'm glad you're back, although I honestly didn't expect you so soon. Figured if it was your last shot, you were gonna make it a good one."

"I did make it a good one. I made every attempt a good one. I went out deeper and deeper into space, until it finally dawned on me that I was wasting my time. I thought about what you said: I had people here that needed me. So I came home. To find out that I'm not needed after all."

"What are you talking about, Jackie? The Autobots need all of the help that they can get, and you're Bulkhead's best friend. Even Optimus-"

"I was talking about you, kid, and you know that. I came back for you. Because you said you needed me."

"I did need you, Wheeljack, and you left anyway! I stood there and I cried and I begged you not to go, remember? I was so alone. I had nobody. And you left! I didn't plan what happened with Magnus. I came back to the base the night because I couldn't stand being alone. I just wanted to be around other people, even if they didn't understand. I saw Ultra Magnus laying on the berth, looking as lost and alone as I was. And since I knew how that felt I thought we could help each other. Actually," she chuckled sadly, "I didn't even think about it helping me. I just thought that if I was helping him, then I would be serving a purpose. Because after you saved me from the Nemesis, I had none. My life was over, and I knew I couldn't go back.

"You were a soldier, kid," Wheeljack started. "You're tough. You would've gotten strong enough to go back."

"No, Wheeljack, I wouldn't have...ever. Physically, yes. Mentally, never. I-I couldn't. Not after what happened. Knockout did some...pretty bad stuff. _Tell him what really happened. "_ I'm human, and humans don't live for millions of years. I almost died aboard an alien warship. My friends _did._ I'm not strong enough for that. I'm not strong enough to get patched up and head back to the trenches, and I'm ok with that. There was nothing there for me."

"And so you were in a tough spot and Magnus took advantage of that," he said angrily.

"Magnus didn't take advantage of anything. I could sit here and tell you that I was weak and vulnerable, because I was. But that wasn't what happened. He needed a friend. And I was desperate for one. We helped each other to survive, Wheeljack. It turned into more, and I'm not sorry about that."

Wheeljack vented deeply, trying to take in what the woman was saying. "How long have you two been...?" He didn't even want to finish the sentence.

"The day that you came back was the first time. Why does that matter?"

He answered her question with another one. "Do you love him?"

"I do."

"And where does that leave me?"

"It leaves you as my friend. The same thing as before, if you want to be. I just don't need saving anymore."

"Ok, I'll do my best to be happy for you."

Kerri smiled for what seemed like the first time all day. "Thank you, Wheeljack. That's all I'm asking."

"Alright, kid. So how about we go have some fun?"

* * *

It was early evening before the two rolled back into Autobot headquarters. All of Team Prime was there, including the kids. Everyone was huddled around the monitors, and turned in unison as Wheeljack rolled back into the base. Kerri climbed out of the passenger seat, and before Wheeljack could transform, Ultra Magnus was there.

"What in the hell are you thinking, soldier?" he said, before being ushered aside by Optimus Prime. "Commander, enough," he said, hand on Magnus' shoulder as he stood between Magnus and the Wrecker.

"It was foolish to leave the base for so long, and with no way for anyone to reach you," Prime looked at Kerri. Wheeljack stood with a quizzical look on his face. "What the hell?' he asked. "She was with me."

"Ratchet knew we were together," Kerri answered, looking over at the medic.

"Yes, but I had no idea where you were going. And then to turn off your comm…" hmphhed Ratchet, looking angrily at Wheeljack.

"It wasn't turned off. We were just out of range. What's the matter? Worried I wasn't gonna bring your girl back, sir?" a smirking Wheeljack said to Magnus.

Magnus pushed past Optimus to stand in front of the Wrecker. "As a matter of fact soldier, I was. But not for the reason that you think. Knockout has already made an attempt to kidnap Kerri once. It's why she doesn't leave the base without her guardian.'

Wheeljack turned his shocked visage to Kerri. "What is he talking about?"

"Magnus, don't-," she started.

"Didn't she tell you? The Decepticon medic is quite infatuated with her, apparently. The energon poisoning that she was suffering from when you brought her here? It wasn't from experiments." Wheeljack felt hot energon purging through his tank as the horror of what Magnus was about to say dawned on him. ' _No, please don't say it, please don't tell me-'_

"Knockout raped her. Repeatedly. Since her escape he came back for her again. I stopped him."

All of the air left the rooms, and after the shocked gasps quieted down, there was complete silence. Wheeljack stared at the Commander wildly before spinning back to Kerri.

" _Why didn't you tell me?! How could you keep that from me_?!"

"Wheeljack, I wanted to tell you. I-I didn't know how-"

"But you could tell, him, right?" he said, gesturing to Magnus. "You had no problem opening your legs and your mouth to him!"

"That's enough!" Magnus roared, reaching his massive servos towards the Wrecker. But before he could reach him, Prime got into between the two mechs. "Back off, Magnus," he said sternly. "Wheeljack-"

But before he could finish, Wheeljack had already transformed and rolled out of the base into the night air.

Prime turned back to Ultra Magnus. "That was unnecessary, Commander." he said, the disappointment clearly etched in his face.

Kerri turned to Ultra Magnus. "How could you do that?" she asked angrily, hot tears running down her face. Without another word, she turned and walked down the dark corridor to her room.


	31. Chapter 32

Kerri went to her room and started packing. She couldn't live this way anymore. She hadn't told Wheeljack the truth, and that had hurt him, terribly. But that still didn't give Ultra Magnus the right to betray her trust. She was angrily throwing her clothes from the dresser drawers and onto the bed when she heard a knock on her door.

"I'm not interested in anything anybody has to say!" she shouted and continued grabbing clothing.

"It's me," said Miko. "Let me in." Kerri thought for a second before walking over to open the door. She turned back to the room without ever looking at the girl. "Close the door behind you."

Miko walked over and sat on the bed, silently watching the woman pack. "You're leaving?"

"Yes, Miko, I'm leaving."

"Where are you gonna go?"

"I don't know, but I'm not staying here anymore."

"I think you're making a mistake," Miko said as she played with her fingers. "They only act that way because they care about you."

"Yeah, well I'm tired of people "caring" about me, I guess."

"Oh yeah? That's pretty selfish. I think you owe the 'bots a little more appreciation."

Kerri spun on the girl. She was fed up.

"I'm tired of the drama, Miko!", she shouted at the girl.

"Drama you started," the girl answered just as angrily. "You should have told Wheeljack the truth from the beginning. But it made you uncomfortable, so you didn't."

"I was protecting him."

"You were protecting yourself. Same with Magnus. He went off on Optimus Prime. Do you have any clue how much he has to care about you to do that? He was worried about you."

"What do you know about it, Miko?" Kerri asked. "You're a kid."

"Funny thing is, you're the one acting like a kid. Running away. Where are you gonna go? The only people who can keep you safe are here."

"Safe? I'm a prisoner here. I can't leave because of a maniac who's out there waiting for me."

Miko looked down at the floor, wrestling with her thoughts before letting out an exasperated sigh. "Look, I heard Bulkhead comming Wheeljack. Jackie's planning on offing Knockout."

"What?! When?!" Kerri grabbed Miko by the shoulders. "Where did Wheeljack go?"

"I don't know. He made Bulk promise not to the the other guys. He doesn't want anybody to try and stop him."

"Thank you, Miko," Kerri said as she released the girl's shoulders from her grip. "You'd better get going. I have to try to reach Wheeljack."

"But how? The bots aren't gonna let you go?"

"The bots don't own me, Miko. But…you're right. I'm going to have to sneak out." She turned to the girl. "And I know how," she said as she threw some clothes in a duffel bag before walking to the door with the girl. "You and I are going to have a sleepover at your house."

"A sleepover?! You and me?!"

"That's what they're gonna think. Come on."

The two walked out of Kerri's quarters and back to where everyone was still standing, talking quietly amongst themselves. Everyone stopped talking when they saw Kerri walking towards them. Ultra Magnus looked incredibly awkward, refusing to meet the woman's eyes.

"I'm staying at Miko's tonight," Kerri exclaimed. "I need a break from this place." Magnus began to protest, but a blistering look from the woman silenced him. There was silence before Prime spoke. "Perhaps it would be beneficial to you. All I ask is that you take a communicator. If anything happens, contact us. Would you prefer to be driven by Bulkhead or groundbridged?"

"Groundbridge."

"Very well," Ratchet sighed as he brought the groundbridge to life and swept his arm towards it. "One groundbridge at your service, ladies."

"Thank you, Ratchet. I'll call in the morning," Kerri said as she took Miko's hand and headed towards the light. "Good night."

" 'Night all," Miko said quietly, waving as they disappeared into the groundbridge.

As soon as Ratchet shut down the bridge, Magnus turned his protest to Optimus.

"Do you really think that was a good idea, sir?"

"Kerri is not our prisoner, Commander," he said. "Besides, I think a change of environment will serve her well. She is feeling a lot of stress. You can understand why," Prime leveled his optics at the Commander.

"I do. But being exposed is dangerous. At least allow me to stand guard-"

"Negative, old friend." Prime put his hand on Magnus' shoulder. "Give her some space. She'll come back." Prime turned towards the others. "I believe it's time to we all head for recharge. Ratchet, would you please?" He said as he looked down at the remaining humans.

"All right, rugrats," Ratchet exclaimed to Jack and Raf. "Time to go." The groundbridge swirled and, with a wave, the two boys disappeared.

The doctor turned to the Autobots. "The rest of you are free to scram as well. I have work to do," he said, already turning his back dismissively. "Good night."

* * *

As soon as the groundbridge deposited the two females, Kerri turned to Miko.

"Alright, Miko. I want you to go inside. I'm going to try to get ahold of Wheeljack."

"But what if he doesn't answer you?"

"He will. Don't tell anybody that I left. I'll call you in the morning, ok?"

Miko looked at Kerri with understanding. "I know what you're gonna do. Please be careful."

"We'll be fine, Miko. Just don't tell anyone. Promise?"

"Ok. But if I don't hear from you guys by morning, I'm calling the bots," the girl protested.

"Ok, Miko," Kerri smiled. "Now go on in. I need to find Wheeljack." She gave the girl a hug and watched her enter the house before comming Wheeljack.

"Wheeljack, come in." Nothing. Several more attempts were made with no response from the Wrecker.

"Wheeljack…Miko told me what you're planning to do. I can help. He's not going to come unless he knows I'm with you."

Finally her comm crackled to life, and Wheeljack's familiar drawl came through.

"I can't involve you in this, kid. The Autobots would have my hide. I'll do this by myself. It's the least I can do to make everything up to you."

"I want him dead, Wheeljack. I don't want to spend the rest of my life being afraid. I want him dead, and I deserve to help make that happen. Besides, he's not stupid. He's not going to come without any proof that I'm with you."

Kerri knew the Autobot was mulling over what she said. Finally he said and said "Magnus is gonna kick my ass when he finds out."

"Let me worry about Magnus. I'm at Miko's."

"Be there in a few minutes, kid."

Five minutes later, Wheeljack roared down the street, stopping in front of Miko's house. Kerri climbed in and he pulled away from the curb and headed out of town.

"You sure you wanna be a part of this?" Wheeljack asked. "It could go bad."

"I want it to be over. I want to live a kind of normal life, and that won't happen as long as Knockout is alive."

"You're in love with an alien, kid. That's not normal."

"No," she chuckled. "Neither is having another one as my best friend. But it's what I know now. And besides this Knockout stuff, I'm not complaining."

"Good girl. Now let's do this. You ready?"

"Kerri took a deep breath and exhaled. "I'm as ready as I'll ever be."

"Alright." Wheeljack opened his comm, searching for Knockout's frequency. After a few seconds he hit on the Decepticon's signal.

:Knockout, it's Wheeljack. I have something that you want. All you need to do is come get it."

* * *

A/N Sorry it's taken me some time to get this chapter out. I'm taking night classes and working full time. few more chapters and this will all be over!


	32. Chapter 33

"You WHAT?!" sputtered Starscream. "You can't be serious, Knockout! You go after that human and Megatron will offline you, permanently!"

"He can't offline me if he can't find me. I'm going to get her. All I'm asking is that you help provide a distraction, Screamer."

"If he can't find you? Where, pray tell, do you think you're going to go? You don't exactly blend in with humans."

"That will be my problem."

"It's a trap, Knockout!", Starscream yelled. He was exasperated with the doctor and his foolish plan. He was waving his arms about and venting. "Do you really think that the Autobots are going to just let you stroll in an take her back?"

"Wheeljack swore that he would be alone. He apparently wants to "settle the score." Knockout made air quotes with his servos while rolling his eyes. "Autobots don't lie, Starscream. But that's where you come in again. I would like backup, just in case."

"So, not only do you want me to help you sneak off of the Nemesis," Starscream said incredulously, "but you want me to help you fight a bunch of Autobots. Just for a squishy human? You're insane."

"So I've been told," Knockout said bitterly. He turned from Starscream, servos gripping the edge of the medical berth. Starscream could see the dents forming in the metal frame of the berth. "I'm alone, Starscream. I have no friends, no one I give a damn about."

"You're _really_ making me want to help you, Doctor," Starscream said sarcastically, as he folded his arms across his chest and glared at Knockout.

"You know what I mean. You have your trine mates at least. You have others aboard that you at least interact with. I had Breakdown…but he's gone." Knockout's face turned sad and his eyes grew darker. "Kerri didn't love me. She didn't even like me. But in time, maybe she could have learned to. I was gentle and kind, usually. Once I had her broken, it would've been perfect."

Knockout turned to face Starscream again. "You don't understand. I'm not like you. I'm not like other Decepticons. I like being cared about. I like having someone to call my own."

Starscream stood quietly, studying the medic. He thought about Thundercracker and Skywarp, and how he felt not having them around. Starscream had never considered Knockout a friend, but under the circumstances, he really was the closest thing that he had to that aboard the Nemesis. And while the SIC didn't understand the obsession Knockout had with the human, he did remember how much happier he had been while she was stowed away aboard the warship. The doctor had been aimless and unfocused since the death of Breakdown, but the human woman had reenergized his spark. _'I can't believe I'm about to do this_ ,' he thought to himself.

"Ok, Knockout," Starscream sighed. "Apparently Soundwave didn't detect Wheeljack's transmission. That's a start. He's been focused on Megatron's number one enemy right now: Arachnid. Here's how we're going to go this: I'm going on patrol, and one of my thrusters is going to malfunction. You, dear doctor, will need to repair it onsite. Where are you supposed to meet Wheeljack?"

Knockout gave Starscream the coordinates, and the seeker plotted them in his processor before asking another question.

"What are you going to do once you get her?"

"I'm…I'm not coming back, Starscream," the medic answered. "I'll be forever grateful to you, but this isn't for me anymore."

"You're not going to attempt to join the Autobots, are you?!"

"No, that would be impossible. I don't know where I'll go."

"Ugh," vented Starscream. "I don't know why I'm doing this, but…I know where you can go. I'll give you the coordinates to the Harbinger. Megatron still doesn't know about it. It isn't really functional, but it should serve your needs."

"Primus, thank you!", Knockout said brightly to Starscream before pulling him into a hug. The Air Commander was momentarily taken aback, but he didn't resist the contact. It actually felt nice to be appreciated. Knockout held on for several moments, and Starscream could feel him shaking in his arms, his EM field sending out waves of emotions: relief, gratitude, respect.

"Ok, Knockout," Starscream said as he gently pulled away from the doctor. "Let's put this foolish plan into action."


	33. Chapter 34

Wheeljack cut his link to Knockout before speaking to Kerri. "He bit, kid. Are you ready?"

Kerri was terrified. She wasn't thinking about how this could go right, only about the any ways that it could go wrong. Common sense finally kicked in, and she was having second thoughts.

"I don't know, Wheeljack. How can we trust him to come alone? Especially after what happened last time. He's not stupid."

"Quit worrying, sweetstuff. I don't see Megatron sending troops down here just so Knockout can grab a human. Hell, I'd be surprised if Megs even knows what Knockout is up to."

Kerri wasn't convinced, however. She was shaking in the passenger seat and her heart was racing.

"We can go back if you wanna,' Wheeljack said. "But Knockout is never gonna stop and you know it. I owe it to you to fix this, babe."

Kerri shivered and sighed. She was very afraid. What if they failed? If she ended up on the Nemesis again there would be no escaping. She would die there. But constantly being afraid of Knockout was taking its toll on her now. This dark cloud was constantly hanging over her head. What if he attacked while she was with an Autobot? One of them could get killed in his rabid quest to get back, and she couldn't allow that.

"Ok, I'm in," Kerri exhaled. "But if anything, _anything_ , seems off, we get out of there. I can't risk it again. Deal?"

'Got it, kid. But you're worrying about nothing," Wheeljack drawled. "I can handle Knockout."

"I have a bad feeling, Wheeljack. I don't trust this."

"Well, it's too late now. We're here.

Kerri looked out of the windshield into the dark desert night. She didn't see anything out of the ordinary, but she knew better than to trust that.

"Where are we, Wheeljack?"

"Where I told Knockout to meet me. I need you to get out."

"What?" Kerri exclaimed. "Why?"

"Because I want you to hide behind that rock over there. We're not taking any chances. Everything's gonna be fine, but just in case, I need you to be able to contact the Autobots."

Kerri was liking this less and less. _'How did I let him talk me into this? This is crazy!'_ But she obliged and climbed out of Wheeljack.

"Ok, babe. Stay here and don't move, no matter what. I'm going down the road a little more. I don't want any chance of him seeing you."

"Ok, Wheeljack, please be careful." Kerri went and crouched behind the rock as she watched Wheeljack's lights disappear down the road. She was shivering, and not just from the cold desert air. For an instant, she considered calling the Autobots. But her thought was interrupted by the roar of a car engine racing down the road. Knockout! She curled up closer to the rock, afraid that somehow Knockout could sense her presence. But he didn't stop, didn't even slow down. It was time, and this was going to happen, one way or another.

* * *

Knockout raced his way to the coordinates Wheeljack had sent him. He commed Starscream to let him know that he was nearly at his destination.

"Are you in position, Starscream?"

"I am, Knockout.'

"Good. Make sure that you stay hidden until I need you. I won't get another chance at this."

"I am aware, Doctor. Don't worry about me. I'm Second-In-Command for a reason. Just worry about your own tailpipe."

"Ok, Screamer, ok. I'm in position. Knockout, out," he purred.

Knockout stopped and transformed. Wheeljack was already standing in the road, katanas out.

"You hurt a friend of mine, Knockout. I'm here to settle the score."

"Where is she? You said she was with you."

"She's safe and sound. The only person you need to be worrying about is me."

Knockout pulled out his electric prod and began walking towards Wheeljack.

"We can do this the easy, Wheeljack. Just return her to me and be on your way. You Autobots have lots of human pets. You aren't going to miss one. She's mine and I want her back. You aren't going to stop me."

"What's your deal, Knockout? Meg's can't be too happy with his medical officer going cuckoo over a human. Weird fetish you got there, doc." Wheeljack smirked.

"Well, I guess we all can't be fine, upstanding citizens like the Autobots. It isn't my fault that you don't know what to do with a femme like Kerri. I had her moaning my name. She'll never want you after experiencing me," Knockout responded smugly.

"Well, you right about one thing, Doc," Wheeljack replied, equally smug. "She doesn't want me. Ultra Magnus seems much more her type."

"What do you mean?" Knockout asked Wheeljack, voice a low growl.

"Apparently she goes for the big bots. I know, I know, I was pretty shaken up myself. Who would've thought ol' Mags had it in him? She's head over heels with the guy, though. I'm pretty sure you're no more a blip on her radar than I am."

Knockout charged, blinded by rage. He was lying! He had to be! Kerri was his, and nobody, not Wheeljack, not Ultra Magnus, was going to stop that. Knockout aimed his prod squarely at Wheeljack's chassis, but the Autobot easily evaded the blow. Knockout was lashing out angrily, and Wheeljack used it to his advantage. As Knockout passed him, the Autobot caught him on the back struts with one of the katana blades. The Decepticon howled in pain and anger. He transformed and raced back towards Wheeljack, taking robot form once he reached the Autobot. His prod caught Wheeljack in his side, between his armor plating. The bot dropped to his knees in pain, and Knockout took the opportunity to get the prod into Wheeljack's cables on the side of his neck. Wheeljack got his elbow into Knockout's midsection, dropping the Decepticon, before getting up from the ground himself, katanas ready to strike again. Knockout stood up at the same time, rage on his face.

"You're lying about Kerri and Magnus. Admit, it Autobot," Knockout snarled.

"No can do, doc. Believe me, I'm not too happy about it either. But I'd have her be with Magnus over you any day. You raped her. Hurt her pretty bad. That's never gonna happen again. This ends here and now."

* * *

Kerri was too far away to see what was going on. She saw lights in the distance, but nothing else was definable.

"I can't take this anymore. I'm calling the Autobots."

"Now, now, dear girl. We can't have that, now can we?"

Kerri spun around and was face to face with Starscream. She didn't know where he had come from or how he had manged to sneak up on her, but here he was, in robot form, staring down at her. She made an attempt to run, but was easily grabbed up in Starscream's servo. Starscream took the phone from her hands and threw it.

"You were extremely foolish to come out here. Did you really think this was going to work out in your favor?"

"Let me go, Starscream. Knockout is crazy. He doesn't need me. He needs serious help!"

Starscream ignored her words, instead focusing on her face. He seemed repulsed by merely touching her.

"I honestly don't understand it. What does Knockout see in you? You're like any other fleshbag: weak , puny, and pathetic. Why does he think you're any different?"

"I don't know, Starscream. I'm no different. Please, just let me go," she pleaded."

'Sorry, my dear, but I can't do that. Because for some reason, the good doctor wants you. And I did promise to help him."

"And what's Megatron gonna do when he finds out you're in on this? He can't be happy about what happened earlier, and Knockout can't hide me aboard the Nemesis forever."

"Ah, that's where the story takes a turn. Knockout isn't taking you to the Nemesis. He has decided to take a "different path."

"What are you talking about?"

"Let's just say that the doctor has decided to strike out on this own. Megatron will never know that I helped because Megatron will never see Knockout or you again."

Kerri's heart was in her throat. This was the worst case scenario. She was firmly in Starscream,'s grip. Without warning, the Decepticon transformed, and Kerri found herself restrained in the cockpit as he hurtled toward Wheeljack and Knockout.

"Let's go see how the showdown is going, shall we?' he hissed.

* * *

Wheeljack heard Starscream before his saw him. As the jet raced into view, the Autobot pulled out his gun and began firing.

"I wouldn't do that, Autobot," growled Starscream. "I have rather precious cargo on board."

"He pulled up and landed behind Wheeljack, transforming to robot mode as his peds hit the ground. In his servo was Kerri.

"I have your pet human. I suggest you hold your fire. It would be a shame if you shot her by mistake."

"Let her go, Screamer. This is between Knockout and myself. Don't involve yourself in this."

"I can't do that, Wheeljack. My friend has been very upset recently, and she is the reason why. He's taking her, whether you like it or not."

"Over my dead body," roared Wheeljack as he raced toward Starscream, katanas swinging. But in focusing solely on Starscream, he forgot about Knockout. The doctor flew up, catching Wheeljack solidly in the side with his prod. Wheeljack dropped again, and Knockout caught him on the side of his helm with the prod. Wheeljack went down, processor scrambled. Knockout stepped over Wheeljack's unconscious body and reached for his prize.

Kerri was screaming and thrashing about in Starscream's servo, trying to get to Wheeljack and avoid Knockout, but there was absolutely no escape. Knockout took her from Starscream's servo and wrapped her protectively in his.

"Now, now, my dear. Don't worry yourself about Wheeljack. Just be happy that I have you back."

Starscream walked over and looked down at Wheeljack's prone body.

"What about him?" he asked Knockout.

"Do whatever you want. I have what I came for."

Starscream ginned and extended his arm, missile ready to fire.

"No!", Kerri screamed. She looked wildly at Knockout. "Please, Knockout, if you really love me, don't let him kill Wheeljack. Please! I'll go with you. I won't fight anymore. I'll do anything you want! Please!"

Knockout thought for a second before turning to face Starscream.

"Leave him. If you kill him, Megatron will know that you were here. Besides, there's nothing he can do now. I have my prize. And when he awakens, he will have no idea where I've taken her."

"Your choice, doctor." Starscrea looked down at Wheeljack again before walking back to Knockout.

"You'd better get to the Harbinger. I must return to the Nemesis before Megatron gets _suspicious. If he asks, you overpowered me after you fixed my wing. I was injured and couldn't_ stop you. You need to hit me with your prod."

"Why would I do that? You helped me?"

"Because, idiot, if I tell him that you overpowered me, he's going to want to know how, and he's

"Of course, of course," Knockout answered. "This is going to hurt."

He took the prod and jammed it into Starscream's cockpit. The electricity flowed through his body, and Starscream howled in pain.

"Enough, enough, dammit!" he screamed. "I actually _do_ need to make it back to the Nemesis,' he snarled. Knockout walked over to his and put his free servo on his shoulder.

"Thank you, Starscream. I won't forget this. If you need anything, ever, I'll be at your disposal."

"I'm quite certain I will be taking you up on that offer sooner rather than later." he answered. Starscream looked at the woman in Knockout's servo before catching the doctor's optics again.

"Good luck, Knockout. You're going to need it. But at least you had the strength to leave."

He contemplated saying more, but instead, leaped into the air, transformed again, and roared off. Knockout turned his attention back to the woman in his servo.

"Very well, my dear. It's time for us to leave. Remember what you promised. Wheeljack will be out for a long time, and it will take no effort for Starscream to come back and finish him. Now say goodbye. For the last time."

Kerri looked down sadly at Wheeljack. It was over, for real this time. She was back with Knockout, and he was taking her somewhere that the Autobots would never find her. The only consolation was that they had allowed Wheeljack to live. He would be ok. " _You won't die like my friends did.'_ Her thoughts turned to Ultra Magnus. _"I'm sorry, Commander,'_ she thought. _'I didn't intend for it to happen this way. I would give anything to see your face again.'_

Knockout transformed, making sure the woman was properly restrained. But his concern wasn't necessary. Kerri sat in the passenger seat, numb to everything around her. This was her fate. There was no use in fighting anymore. She couldn't and wouldn't. No one could save her now.


	34. Chapter 35

Knockout turned off his headlights as he approached the Harbinger. While he trusted Starscream (in this instance, at least), he knew that Megatron was no fool. He would notice that Knockout hadn't returned, and the doctor wasn't sure how well Starscream could sell the story to the warlord. He hoped that Megatron hadn't beaten Starscream to a pulp, especially since he was no longer aboard the warship to treat him. He genuinely appreciated the flyer's assistance, and wanted no harm to come to his friend.

Knockout spent several minutes scanning the downed ship for signs of life. Confident that no Decepticons were waiting for him, he turned his attention to the woman slumped down in his passenger seat.

"Kerri, my dear. Are you awake? We've arrived. I need you to exit, if you don't mind."

The seatbelt holding the woman retracted, and Kerri silently stepped out of the vehicle as Knockout transformed. Her captor immediately scooped her up into his servo and lifted her up to optic level.

"I'm happy that you're cooperating, my dear. It makes things so much easier."

Kerri remained silent, merely looking at the doctor through defeated eyes. It was only then that Knockout noticed that her face was dirty. Her tears had left tracks down cheeks, and her eyes were red and puffy.

"Now, now, my love, don't look so sad. I'm really not that bad. I let Wheeljack live, didn't I? And I have no intention of harming any Autobots, provided they leave us in peace. And I certainly haven't harmed you in any way. I simply want you to want me. Is that to much to ask?"

Kerri looked up at the Decepticon.

"I gave you my word," she said numbly. "I intend to keep it."

"I promise that I will make you happy, my Kerri," Knockout said solemnly. "You simply need to give me the chance."

Captive in hand, Knockout strolled toward the Harbinger. "Let's go look at our new home, shall we?"

* * *

Wheeljack slowly came back online. His processor felt scrambled, and his systems were throwing out alarms like crazy. He lay still, optics still offline, letting his repair programs do their job. Once he felt capable, he onlined his optics and looked around. It was still nighttime, and he was laying on the desert floor, staring up at millions of stars. He stayed still until all of systems rebooted, sitting up only when his equilibrium was showing the all clear.

"What in the hell happened?",he muttered to himself, helm in servo. "What am doing out here?"

Kerri! Where was she?!

He remembered Starscream holding her, and him running towards the Decepticon, before being hit from behind. Knockout. Wheeljack scrambled to his pecs, frantically searching for any trace of the woman or the Decepticons. But there was nothing out in the darkness except himself. He yelled out for Kerri, knowing that he wouldn't get an answer. She was with Knockout on the Nemesis. He had failed, and now she was gone.

"Dammit!", he swore as he transformed and raced back to Autobot headquarters.

* * *

Knockout took a few hesitant steps into the Harbinger, surveying the interior of the ship as he walked.

"Hmmm, Starscream wasn't lying. It could definitely use some touching up. And a good cleaning. But it will serve us for the time being."

He made his way to the front of the ship. Everything seemed to be intact, and there was power. At least enough to run the bare minimum of systems. But Knockout didn't need much to get by. Lights, and heat for the woman. There would be other necessities, the obvious being energon for him and human sustenance for Kerri. But that would all come later. Right now, he was only interested in one thing.

"How about we find the sleeping quarters, my dear?", he purred. "You don't how much I've missed you."

Kerri looked around as Knockout carried her through the Harbinger. It was pretty similar to the Nemesis, at least the parts of it that she had seen. It was a mess, but she remembered how meticulously clean Knockout was. He would have the ship spotless in no time. But the doctor couldn't care less about that right now. He stood in front off a door that silently slid open for him.

"Ah, just what I've been looking for!" Knockout strolled into the room and sat Kerri on the berth before assuming his miniaturized robot form. Kerri sat motionless as Knockout used his servo to turn her face to his, lowering his mouth to her forehead. He gave her a gentle kiss before making his way to her eyes, cheeks, and then mouth. He kissed her lips softly, before using his glossa to part them. Kerri didn't resist as he explored her mouth, hungrily seeking more of her. He wrapped his glossa around her tongue while simultaneously taking her arms in his servos and wrapping them around his shoulders.

"Touch me, Kerri," he said longingly between kisses. "I need to feel you. I want you to want me."

Kerri did as she was instructed. She knew that if Knockout got angry, he was going to hurt her. And she had also promised to do whatever he wanted in order to keep her friends safe. She put her arms around him, stroking his helm as the kiss deepened. ' _Pretend he's Ultra Magnus_ ,' she thought to herself. ' _You can do this. For them_.'

Knockout broke the kiss before standing up on the berth, pulling Kerri up with him.

"Remove your clothing for me," he said in a low lustful voice,"I want to see all of you."

Kerri obliged, beginning with shoes, jeans, then shirt, stopping when she stood before Knockout in bra and panties.

"All of it." Knockout stood motionless, optics focused on the woman. Seconds later, Kerri stood nude before him. She felt humiliated, and shivered before his lust-filled stare. Knockout walked to her and enveloped her body in his.

"You are so very beautiful, my sweet spark. Don't be ashamed. Of all the humans on this planet, I chose you. That's makes you very special."

He bent to kiss her again, servos roaming freely over her body, and her body was beginning to respond to his touch. His frame radiated heat that warmed her nude body. His touches were gentle, not rough and forceful like first time. ' _You're not doing_ _anything wrong_ ,' she reminded herself. ' _And you can't do anything to stop him._ _Just_ _accept_ _it.'_

Knockout pulled Kerri down onto the berth, where he laid on top of her and continued his kisses. He nipped at her neck, servos roaming to her breasts, rolling her nipples between his fingers. "Primus, how I've needed this," moaned Knockout as his servo worked it's way between her legs while planting kisses on the woman's neck and chest. Kerri, for her part, kept her eyes closed, attempting to disconnect herself from what was happening. She needed to get through it. She stiffened as she heard the familiar click of his interface panel opening, followed by the touch of something hard pressing at her opening. Knockout slowly eased his large spike inside until he was fully hilted. He didn't move on top of her for several moments, instead giving her time to adjust. He lifted his head and looked into her eyes while he started to move.

"Mmmmm, you're still tight. I guess Ultra Magnus isn't a big bot where it matters, eh?", he smirked.

"You don't hold a candle to Magnus," Kerri challenged, looking Knockout straight in the optics. His taunt snapped her out of her daze, and she was pissed.

"You can do whatever you want to me, but I love Magnus, and you'll never change that. And believe me," she smiled. " And he certainly didn't have to force me. I was more than willing. Magnus is more of a bot than you will ever be."

"Grrrr, shut up!" Knockout hissed as he began pounding into her harder. "You said that you wouldn't resist-"

"I'm not resisting. But I'm never going to love you," Kerri growled through clenched teeth as she braced herself against Knockout's relentless assault.

"You're wrong, Kerri. You will love me. Soon, I will be all you think, see, and feel. I own you. I've tried to be gentle and compassionate. I forgot that you don't appreciate those gestures."

Knockout sank his claws into the soft flesh of Kerri's hips and buried his face in her neck, biting and scraping her delicate skin. He forced her legs farther apart, resting more of his weight on top of the struggling woman.

"Knockout, stop it! You're crushing me!" She cried out. Her hands were on his chassis, attempting to push him off of her, but achieving nothing. Her resistance excited him as he rutted angrily on top of the woman.

"Yes, this is the Kerri that I want. Fight me. Resist. It excites me. I thought I wanted you to be compliant. But I get to finish breaking you, and that will be so much more fun. Soon, you'll forget all about Ultra Magnus and just be my whore."

"Fuck you, Knockout!", Kerri screamed as she fought against the brutal rape. Her body was at its breaking point, but damn if she was going to let him win.

Knockout snaked a servo up and grabbed a handful of the woman's hair. He was teetering on the edge of his climax and he knew the words that would send him over the edge. He pulled her face to his and forced his glossa into her mouth as his spike slammed into Kerri again and again.

"You _are_ my whore. Say it." When Kerri didn't respond, he yanked her hair harder while digging his other servo into her skin, drawing blood. Kerri cried out in pain, and Knockout dug deeper.

"Say it!"

"I'm…your whore!" she screamed out, and with a final thrust, Knockout overloaded inside the crying woman. He rolled off of her and lay on the berth, letting his fans do their job. Kerri laid still beside him, sobbing in pain. Knockout ignored her sobs for several minutes, before pulling himself up to his elbows and leaning over her.

"We've made quite a mess, my dear," Knockout purred. "And you are looking a little worse for wear. Fortunately for you, I'm a doctor. Your wounds are superficial, although I fear you will be bruised and sore for quite a while. But so worth it, wouldn't you say?"

Knockout gave Kerri a kiss on the forehead before returning to his normal size and climbing from the bunk.

"Time for me to explore the place, my dear. You rest for now. We'll find sustenance for you after you awaken." He headed for the door before turning back to look at her.

"You're locked in. Do us both a favor and don't try to escape. Sleep well, my love."

* * *

Wheeljack roared back through the tunnel of Autobot headquarters and almost ran smack into Bulkhead. The large green bot barely managed to jump out of the way before Wheeljack screeched to a halt and transformed.

"Whoa, whoa, Jackie, what's chasing your tailpipe?" he asked his friend.

"I screwed up, Bulk. Royally."

Ratchet, standing nearby, overheard their conversation and walked over to join it.

"Screwed up what? And how?"

Wheeljack lowered his head and looked away.

"Knockout has Kerri."


	35. Chapter 36

The Autobots, along with Agent Fowler, stood and listened while Wheeljack explained what had happened to Kerri. They were furious at the Wrecker, and no one, save Ultra Magnus, held back.

"What is the hell is wrong with you, Wheeljack?-"

"What you did was extremely foolhardy-"

"I'm new to all of this, and even I know that was a bad idea-"

"Prime, you promised me that she would be safe-"

Ultra Magnus stood behind Optimus, silently listening to his angry comrades as they admonished Wheeljack. It was only after the angry indignation had died down that he moved forward, and wary optics fell on him. The Commander's face was stone like, his voice calm. He never looked in Wheeljack's direction, instead focusing his attention on Prime.

"We are going to get her."

"Ultra Magnus, it is not feasible to storm the Nemesis-"

"Then _I_ am going to get her."

"I-I don't think he took her back to the Nemesis," muttered Wheeljack.

For the first time, Magnus turned cold optics towards the bot.

"Where is she?"

"I'm…not sure. I was pretty out of it. But I think I heard Knockout tell Starscream that he wasn't going back."

"So how do we find them?" asked Fowler. "You guys don't have any way of tracking her?!"

"Only her phone, Agent Fowler," answered Ratchet. "I've tried to locate it, with no success."

"What about Knockout? You don't have any way to pick up 'Con signals or anything?"

"It doesn't _work_ that way, Fowler! We have no idea where he could've taken her."

"Well, you all had better figure out something! That's one of my soldiers out there! She trusted you, I trusted you, and you let this knucklehead," he said, gesturing to Wheeljack," put her right back into the hands of the enemy!"

"Look, tiny," started Wheeljack, "if you wanna try-"

"Shut up, Wheeljack," Magnus said quietly. "Shut up or I will put my servo through your spark chamber right now." He started to move towards the Wrecker before Optimus stepped in.

"Enough," he said. "I have an idea. Megatron can't be happy that Knockout has deserted. Or that Starscream assisted him."

"So what difference does that make?" asked Fowler.

"He is probably as eager to retrieve Knockout as we are to retrieve Kerri. Ratchet, contact the Nemesis."

Ratchet turned to the monitor and opened communications.

"Autobot base to Nemesis. Come in Nemesis."

"Autobot base to Nemesis. Megatron, do you read us?"

Silence. And then Megatron's face appeared.

"This is Megatron."

Optimus moved up to the monitor.

"Megatron, we have a situation involving one of you subordinates. Knockout has kidnapped our human ally, Kerri. Do you know anything about it? Does he have her aboard the Nemesis?"

"Ah, Yes, Knockout," he said. "I do, in fact, know something about it. It seems that the good doctor devised a ruse to get himself off of the ship, assisted by Starscream."

"I take it that he had not returned?"

"Apparently he has no intention of returning."

"Do you know where he is, Megatron?" asked Prime.

"Well, it took some persuading, but I convinced Starscream to tell me the entire story."

Megatron moved from in front of the monitor so that the Autobots could see the Starscream's crumpled frame lying on the floor behind him.

"Then I have a proposition for you Megatron. I would assume that you want your medical officer back. If you tell me where he has taken Kerri, we can meet at the location. We will take her, and you can do as you wish with Knockout."

"And why should I care rather or not you retrieve your human pet?" Megatron sneered.

"Because if we find Knockout first, we are going to kill him. We know that he is your only medical personnel aboard the Nemesis. You need him, and we have no desire to spill energon. But if you can't control Knockout, then we will have no choice."

"Don't threaten me Prime," snarled Megatron. "You will not find Knockout. I know where he is. You pet is as good as dead. Megatron out."

The screen went dark as Ultra Magnus slammed his fist onto the console. "Dammit! How are we going to find her?" He turned his attention back to a Wheeljack. "If anything happens to her, Primus himself won't keep me off of you."

* * *

Megatron turned to Soundwave. "Send Lazerbeak to the coordinates Starscream gave. I want to make certain that my Second in Command told the truth before I dispose of him once and for all."

: As you command, Master.

Lazerbeak detached from Soundwave's chest and took flight, leaving the Nemesis and heading towards the Harbinger. Megatron looked at Starscream's crumpled frame.

"Have that put in the brig," he said, nodding towards the unresponsive Seeker. "I will finish him once we have the good doctor back in our company." Soundwave motioned to the two Vehicons on the deck, who hurriedly lifted Starscream and left the bridge, dragging the damaged mech behind them.

Starscream, barely conscious, felt himself being moved. His handlers were rough, and every movement elicited a groan. His wings were broken and hanging at seemingly impossible angles. His cockpit was smashed, and energon seemed to be weeping from every joint. His pain receptors were screaming and the Decepticon could barely manage a coherent thought. He was dizzy and lightheaded, his optics struggling to focus. He was being dragged down the corridor, but to where, he wasn't sure.

' _You're going to die if you don't get it together_ ,' he thought. Even if Megatron spared him any more damage (which he doubted), he didn't think that he would survive his injuries, especially without Knockout.

Knockout! If he could reach the Harbinger, maybe the doctor could save him. The old ship had been stripped of most supplies, but maybe there would be something on hand to repair him.

Starscream forced himself to ignore his pain and focused. Megatron would be on his way to retrieve Knockout by now. He needed to escape the Nemesis. But what then? Megatron would be at the Harbinger, and Starscream was certainly in no condition to fight the warlord. Megatron would merely offline him before grabbing Knockout and the human-.

The Autobots! Of course! That was his answer. He needed to reach them.

Starscream hung limp between the two Decepticons who were carrying him. His optics narrowed as he gazed down the corridor, trying to get his bearings. They weren't taking him to his quarters. That was in the other direction. He doubted that they were taking him to medbay. No reason to. Not without Knockout there. That left one place: the brig. He did a quick diagnostic check: His wings are useless. He wouldn't be able to fly away from the Nemesis. That left the groundbridge. His weaponry was still intact somehow. Megatron had arrogantly assumed that the flyer was too damaged to fire a weapon. An incredibly lucky turn. Now to act.

Starscream suddenly began thrashing about wildly. "Stop!", he cried out, as he lashed out against the bots. "I'm bleeding out!"

The startled guards dropped Starscream to the floor and watched as he flailed about, seemingly in incredible pain. He managed to get on all fours and stayed that way for a moment, head down, mouth dripping energon, as the Vehicons stared down at him.

"Are you ok, sir?" One of the guards asked, as he went to kneel next to the injured mech.

"No, I'm not," answered Starscream, as both arms shot up, and a rocket hit each mech squarely in the chest. Both went down, sparks and energon pouring from their smoking frames. Starscream stumbled to his peds and looked around. No one was in the corridor and no alarms sounded. So far, so good. But he was in incredible pain.

"Now comes the hard part," he muttered to himself. He needed to get back to the bridge. He assumed that Megatron and Soundwave would both be on the ground by now, leaving the helm manned by Vehicons. Starscream shuffled and limped through the corridor, unnoticed, until he reached the bridge. His intake hitched heavily, rockets prepared to fire. If Megatron was still aboard, this was going to be suicide. But if so, he was going to go out in a blaze of glory.

The doors slid opened, and two Vehicons turned to face him. Starscream didn't hesitate to fire, watching as both fell across the helm before crashing to the floor. Moving as quickly as his damaged form would allow, he activated the groundbridge and headed for the planet below.

* * *

Optimus turned to Wheeljack. "You need to try to remember, Wheeljack. Anything, anything at all."

"I told you, Prime, I don't remember anything! Knockout fried my processor! Don't you think-"

"Quiet, everybody!", yelled Ratchet. "I'm getting a communication. From…Starscream," he said, turning to Optimus. Prime walked to the monitor and begin speaking.

"Starscream, this is Optimus Prime. Why are you contacting us?"

"I am in need of medical…treatment," he vented heavily. "In return, I can tell you where to find the human." Ultra Magnus pushed his way past Prime and to the monitor.

"Tell me where in the hell she is, Starscream, now!"

"After I receive medical treatment. I would suggest you hurry. Megatron is already on his way to get Knockout. The woman will be an unfortunate casualty."

"Tell us where she is Starscream," ordered Prime. "Once we confirm your information, we will send medical aid. Not before."

"Very well. I am sending the coordinates now."

Ratchet wasted no time in feeding the coordinates into the computer and activating the groundbridge. Turning to the others, he stated, "As soon as you confirm, I'll go to Starscream." He leveled his gaze at Ultra Magnus. "Bring her back."

"That's exactly what I intend to do," the giant mech answered. "Are we ready?" He asked, turning back to the team.

"Locked and loaded, sir," answered Smokescreen.

"Everyone, be prepared," warned Optimus. "Megatron will be there. Hopefully this will not turn into a fight, but if it does, we will be ready. Kerri's safe return is paramount. Agent Fowler, we need you to man the groundbridge. Wheeljack, you will go with Ratchet."

Wheeljack said nothing, merely nodding. The Autobots ran into the swirling groundbridge. Ratchet closed the bridge behind them before turning back to the monitor, waiting for Optimus to open communications. It was mere seconds before Prime's voice crackled in their audials.

"Prime to Ratchet. We've found a downed Decepticon warship, two life signals inside, one human. Unfortunately, Megatron is here as well. Bumblebee is going to attempt to get a better location on the signals. The faster we do this, the better. You and Wheeljack get to Starscream. We may yet need him."

"On the way," answered Ratchet. He turned to Fowler. "Be prepared to bridge all of us back as quickly as possible," he said to the agent.

"No problem. I've got this. Now go." Ratchet grabbed his bag and activated the grounbridge once more. He turned to Wheeljack. "Let's go, soldier."

* * *

Starscream laid against a boulder, clutching his side, trying to focus as the bright light swirled and expanded in front of him. The Autobot medic, accompanied by Wheeljack, leaped out and landed on the ground in front of him. The Wrecker had his weapon activated, while the doctor carried a bag.

"You won't need your weapon, Autobot. As you can clearly see, I am completely incapacitated. I am no threat to you."

"You bastard! It's your fault that Knockout has Kerri!" snarled Wheeljack as lunged towards the grievously wounded Seeker. He was almost on top of the Deception when Ratchet angrily pulled him back, shoving him to the ground. He stood over the Autobot, finger poking him angrily in the chassis.

"It's _your_ fault, Wheeljack. You never should have taken her out there! This is _all_ your fault! You've done enough damage, now how about helping for a change?!"

"Well said, Autobot," Starscream started. "Here I am, trying to help-"

Ratchet spun back to face Starscream. "You, shut the hell up. I would love nothing more than to leave you here to rust. You' d better hope that Prime reaches Knockout before Megatron does, although something tells me that your days are numbered anyhow. You're not going to survive another beating.

"I don't intend to," spat Starscream. "I am officially seeking asylum with the Autobots."


	36. Chapter 37

"Your processor must be damaged, Screamer. There's no way the Autobots are taking you in," sneered Wheeljack. "Not after all of the slag you've pulled."

"I don't believe the decision is yours, Wheeljack. Last time I checked, Optimus Prime was leader. And he is all about giving a mech a chance to change, isn't he?" Starscream retorted smugly.

"Both of you shut up," spat Ratchet. "You're not going to have to worry about second chances, Starscream, if I don't get you patched up. Sit back while I try to stop the bleeding. Wheeljack, hand me my-."

"If you think for one second that I'm going to help-"

Ratchet sprung up from his kneeling position in front of Starscream and stood within inches of Wheeljack face.

"Last time I'm going to say this Wheeljack: This. Is. Your. Fault. You are going to do exactly what I tell you to do, or Primus help me, I will-". Ratchet advanced towards the Wrecker.

Wheeljack threw his servos up and back away.

"Ok, ok, Doc. Whatever you say. Frag it."

"Good. Now hand me my tools. And quit calling me Doc."

* * *

Megatron, Soundwave, and five flyers touched down at the Harbinger. Laserbeak reattached to Soundwave's chestplate and reported.

:Knockout is inside with the human, my lord.

"Then let us retrieve the good doctor," said Megatron as the Decepticons headed towards the entrance. But before they could enter, Knockout appeared in front of them, carrying a Kerri in his servo.

"My liege," said the doctor.

"Knockout. How good to see you again. And this must be the human," Megatron said as he approached. Kerri shrank into Knockout's hand as Megatron towered over the smaller Decepticon and looked down at her.

"Her name is Kerri," Knockout informed the warlord.

"Yes, I know," answered Megatron. "I must admit, Kerri, you have caused me quite a bit of trouble."

"I just want to go back to the Autobots," she said quietly. "I never wanted to cause any trouble."

"Nevertheless, you have. And now I seek to remedy that trouble."

"Let me go back to the Autobots and Knockout can return with you."

"But you see, Kerri, it isn't that simple. As long as you are alive, the doctor will search for you. If I were to eliminate you, however, he will no longer obsess." Megatron grinned down at her as he extended his servo.

"Give her to me, Knockout."

* * *

"We need to get Kerri out of there, sir. Now!" Ultra Magnus said impatiently.

"Agreed," answered Prime. "Smokescreen, are you ready?"

"Ready, sir," answered Smokescreen as he readied the phase shifter.

"Get Kerri away from Knockout and move. We won't get another shot at this."

'Primus, let this work,' thought Magnus. He wanted nothing more than to go after Knockout himself, But Smokescreen was more experienced with the shifter. And having Megatron present made the situation much more urgent. The primary concern was getting Kerri to safety.

* * *

Knockout looked Megatron in the optics.

"I won't let you kill her. I will return to the Nemesis, but only if I can take her with me."

"Are you issuing me an ultimatum, Knockout?", growled Megatron, fusion cannon pulsing to life.

"You need me, my liege," Knockout purred. "No Kerri, no Knockout."

"I see."

The sound was deafening as Megatron fired a single blast at Knockout. The stunned Decepticon looked down at the hole in his chest before looking back at Megatron in shock. His mouth moved, but no words came out. Knockout dropped to his knees before falling over onto the desert floor.

"I don't need anyone, Knockout," hissed Megatron as the light faded from Knockout's optics.

The blast from Megatron's fusion cannon freed Kerri from Knockout's grip, and she felt herself hurtling through the air. She slammed her eyes shut and braced the impact and certain death.

"Gotcha, sweetspark! Hang on!"

She recognized Smokescreen voice as his servo closed protectively around her. The Autobot rolled before transforming to vehicle mode and racing away from the stunned Decepticon troops.

"I've got Kerri, sir. She's safe."

Megatron fired several times at the retreating Autobot before lowering his weapon.

:Do we pursue, my lord?

"No, Soundwave," he answered flatly, looking down at Knockout's gray form. "Return to the Nemesis. We've lost two Decepticons today."

:?

"I'm certain Starscream is gone as well."

* * *

The children crowded around the Autobot base to welcome Kerri, who was firmly perched in Magnus' servo. She assured everyone that she was ok. Agent Fowler informed her of the need for a debriefing, only when she was feeling up to it, before turning his attention back to Optimus.

"You and I are going to need to discuss Starscream. Very soon. I'll be in touch."

"Very well, Agent Fowler," he rumbled as Fowler departed the base.

Keri looked over to medbay, where Ratchet was hovering over an unconscious Starscream.

Ultra Magnus followed her gaze.

"Starscream told us where Knockout was holding you," he explained.

"Why would he help you?"

"He was severely beaten by Megatron for assisting Knockout. He helped in exchange for medical aid. Ratchet needed to bring him back to headquarters in order to save his life. He will be confined as soon as he is out of danger. Are you comfortable with his presence here?"

"I'm not afraid of him, if that's what you're asking me. I guess we'll see."

Magnus lifted her up to optic level.

"I'm very happy that you're ok," he smiled, stroking her face. "I would have never forgiven myself if anything had happened to you."

"I love you, Commander. And don't worry. You can't get rid of me that easily," she smiled.

* * *

It was evening. The children had gone, and everyone had headed for recharge. Ultra Magnus had retreated to his ship, where Kerri promised to join him shortly.

The woman walked over to Ratchet, who was still in medbay. Starscream was in stasis, hooked up to machines that monitored all of his vitals.

"How is he, Ratchet?" she asked, climbing into the table.

"He'll pull through," sighed the doctor. "But I'm not sure some of the damage won't be permanent."

"You'll take great care of him. Like you do with everyone," she smiled.

Ratchet looked down lovingly at his friend.

"I'm glad you're ok, my dear. You mean the world to me. But you know that, don't you?"

"I feel the same way, Doc."

"Now that we have that out of the way, don't you ever scare me like that again. I don't have the patience to train another assistant!"

Kerri laughed. "You forgot to say 'And don't call me Doc!'"

"You, my dear, can call me Doc," he smiled at her.

* * *

Wheeljack was standing outside the base entrance, staring up into the night sky.

"Penny for your thoughts, Jackie," Kerri said as she stopped beside him.

"I think you already know, my thoughts, babe. I almost got you killed. I'll never forgive myself for that."

"I forgive you, Wheeljack. You only wanted me to be safe. And I am."

"Yeah, well, no thanks to me. I screwed up too much this time, babe." He turned and knelt to his friend.

"I'm glad you're ok, kid. But it's time for me to go. No, no, don't say anything. The bots are pretty pissed at me, and rightfully so. I need to give them some space. I need to give you and Magnus space too."

"I don't want you to go," Kerri said sadly.

"You deserve a break, kid. Besides, I'll be back. I always come back." Wheeljack leaned forward and kissed her on the cheek as Kerri threw her arms around his neck.

"I love you, Jackie."

"I love you too, sweetspark," he answered softly, before standing up, transforming, and rolling out into the night. Kerri wiped the tears from her eyes and walked to Ultra Magnus' ship.

* * *

Ultra Magnus turned from the ship's console as Kerri walked in. He put out his servo and she wordlessly climbed into it.

"Are you ok?" He asked softly.

"He's gone again."

"I know." Magnus stroked her cheek lovingly. "He'll be back."

"I know," she smiled. "I missed you, sir."

"And I you. Come with me?"

"Of course," she answered, and Magnus wordlessly stood and walked to the berth. He set Kerri gently down, before himself shrinking down and climbing into the berth beside her. He pulled Kerri into his arms as she sighed gently.

"This is where I belong."

"You're right. And I'll never let you go again."

* * *

A/N. That's it! Done! Thanks to everyone who enjoyed my very first fanfic, definitely not my last. It wasn't perfect, and I've certainly learned a few things on the way. But I'm always open to learning more. Any constructive criticism is greatly welcome. I'm strongly considering a sequel to this story, but in the ,meantime I've read MTMTE, and am currently reading The Lost Light, so my next story may revolve around that. No OC next time, just existing characters. I already have a few plots in mind. Continued reading and storytelling all!


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